S-4

   1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 1999
 
                                                 REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           -------------------------
 
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           -------------------------
 
                               USA NETWORKS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                           -------------------------
 
                                                                  
             DELAWARE                              4833                             59-2712887
   (STATE OR OTHER JURISDICTION        (PRIMARY STANDARD INDUSTRIAL              (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)      CLASSIFICATION CODE NUMBER)           IDENTIFICATION NUMBER)


 
                           -------------------------
                      SEE TABLE OF ADDITIONAL REGISTRANTS
                           -------------------------
                              152 WEST 57TH STREET
                            NEW YORK, NEW YORK 10019
                                 (212) 314-7300
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                           -------------------------
                              THOMAS J. KUHN, ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                               USA NETWORKS, INC.
                              152 WEST 57TH STREET
                            NEW YORK, NEW YORK 10019
                                 (212) 314-7300
      (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
                        AREA CODE, OF AGENT FOR SERVICE)
                           -------------------------
                                    COPY TO:
 
                            STEPHEN A. INFANTE, ESQ.
                           HOWARD, SMITH & LEVIN LLP
                          1330 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019
                                 (212) 841-1000
                           -------------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon
as practicable after the effective date of this Registration Statement.
     If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box:  [ ]
- ---------------
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering:  [ ]
- ---------------
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering:  [ ]
- ---------------
                           -------------------------
                        CALCULATION OF REGISTRATION FEE
 


- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM            PROPOSED
     TITLE OF EACH CLASS OF            AMOUNT TO BE          OFFERING PRICE         MAXIMUM AGGREGATE           AMOUNT OF
   SECURITIES TO BE REGISTERED          REGISTERED             PER NOTE(1)           OFFERING PRICE        REGISTRATION FEE(2)
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                             
6 3/4% Senior Notes due 2005.....      $500,000,000               100%                $500,000,000              $139,000
- --------------------------------------------------------------------------------------------------------------------------------
Guarantees of 6 3/4% Senior Notes
  due 2005.......................      $500,000,000                --                      --                      (3)
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------

 
(1) Estimated solely for the purpose of computing the registration fee in
    accordance with Rule 457(f)(2) under the Securities Act.
(2) Calculated pursuant to Rule 457(f)(2) under the Securities Act.
(3) Pursuant to Rule 457(n) under the Securities Act, no registration fee is
    payable with respect to the Guarantees.
                           -------------------------
     THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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- --------------------------------------------------------------------------------
   2
 
                        TABLE OF ADDITIONAL REGISTRANTS
 


                                                                     PRIMARY STANDARD
                                                   JURISDICTION OF      INDUSTRIAL       IRS EMPLOYER
                                                    INCORPORATION     CLASSIFICATION    IDENTIFICATION
NAME                                               OR ORGANIZATION     CODE NUMBER          NUMBER
- ----                                               ---------------   ----------------   --------------
                                                                               
USANi LLC........................................     Delaware             6790           59-3490970
Home Shopping Network, Inc. .....................     Delaware             6790           59-2649518
USANi Sub LLC....................................     Delaware             6790           59-3490972
USAi Sub, Inc. ..................................     Delaware             6790           13-4009792
Home Shopping Club LP............................     Delaware             5961           59-3490596
National Call Center LP..........................     Delaware             7389           59-3490594
Internet Shopping Network LLC....................     Delaware             5999           58-2370854
HSN Capital LLC..................................     Delaware             6790           58-2370732
HSN Fulfillment LLC..............................     Delaware             7389           59-3491619
HSN Realty LLC...................................     Delaware             6512           59-3491523
HSN of Nevada LLC................................     Delaware             6790           58-2370732
New-U Studios Holdings, Inc. ....................     Delaware             6790           59-3490978
HSN Holdings, Inc. ..............................     Delaware             6790           59-3491974
USA Networks Holdings, Inc. .....................     Delaware             6790           95-4671319
New-U Studios, Inc. .............................     Delaware             7812           59-3490977
HSN General Partner LLC..........................     Delaware             5961           59-3490974
Studios USA LLC..................................     Delaware             7812           58-2370625
USA Networks Partner LLC.........................     Delaware             6790           95-4671573
USA Networks (New York General Partnership)......     New York             4841           06-1060657
Studios USA Television LLC.......................     Delaware             7812           58-2370631
Studios USA First-Run Television LLC.............     Delaware             7812           58-2370679
Studios USA Pictures LLC.........................     Delaware             7812           58-2370682
Studios USA Development LLC......................     Delaware             7812           58-2370683
Studios USA Reality Television LLC...............     Delaware             7812           58-2370685
Studios USA Talk Television LLC..................     Delaware             7812           58-2370686
Studios USA Pictures Development LLC.............     Delaware             7812           58-2370688
Studios USA Television Distribution LLC..........     Delaware             7812           58-2370690
Studios USA Talk Video LLC.......................     Delaware             7812           58-2370686
New-U Pictures Facilities LLC....................     Delaware             7812           58-2370688
SK Holdings, Inc. ...............................     Delaware             6790           59-3450233
USA Broadcasting, Inc. ..........................     Delaware             4830           59-3256535
USA Station Group of Houston, Inc. ..............     Delaware             4833           74-2433702
Silver King Capital Corporation, Inc. ...........     Delaware             4830           36-3918128
USA Station Group of Dallas, Inc. ...............     Delaware             4833           75-2148097
USA Station Group of Illinois, Inc. .............     Delaware             4833           36-3478449
USA Station Group of Massachusetts, Inc. ........     Delaware             4833           04-2931082
USA Station Group of New Jersey, Inc. ...........     Delaware             4833           22-2737475

   3
 


                                                                     PRIMARY STANDARD
                                                   JURISDICTION OF      INDUSTRIAL       IRS EMPLOYER
                                                    INCORPORATION     CLASSIFICATION    IDENTIFICATION
NAME                                               OR ORGANIZATION     CODE NUMBER          NUMBER
- ----                                               ---------------   ----------------   --------------
                                                                               
USA Station Group of Ohio, Inc. .................     Delaware             4833           31-1183627
USA Station Group of Vineland, Inc. .............     Delaware             4833           22-2737473
USA Station Group of Atlanta, Inc. ..............     Delaware             4833           52-1476428
USA Station Group of Southern California,
  Inc. ..........................................     Delaware             4833           94-3018135
USA Station Group of Virginia, Inc. .............     Delaware             4833           59-2953189
USA Station Group of Tampa, Inc. ................     Delaware             4833           59-2776456
USA Station Group of Hollywood Florida, Inc. ....     Delaware             4833           59-2752398
Telemation, Inc. ................................     Delaware             7819           59-2948691
USA Station Group of Northern California,
  Inc. ..........................................     Delaware             4833           93-0933892
USA Station Group, Inc. .........................     Delaware             4833           59-3256534
USA Broadcasting Productions, Inc. ..............     Delaware             7819           59-3458378
Miami, USA Broadcasting Station Productions,
  Inc. ..........................................      Florida             4833           58-2351011
Miami, USA Broadcasting Productions, Inc. .......      Florida             4833           58-2351007
Silver King Investment Holdings, Inc. ...........     Delaware             6790           59-3343774
SKC Investments, Inc. ...........................     Delaware             6790           36-3967151
USA Station Group Partnership of Dallas..........     Delaware             4833           65-0510883
USA Station Group Partnership of Houston.........     Delaware             4833           65-0510887
USA Station Group Partnership of Illinois........     Delaware             4833           65-0510862
USA Station Group Partnership of Massachusetts...     Delaware             4833           65-0510886
USA Station Group Partnership of New Jersey......     Delaware             4833           65-0510885
USA Station Group Partnership of Ohio............     Delaware             4833           65-0510890
USA Station Group Partnership of Vineland........     Delaware             4833           65-0510879
USA Station Group Partnership of Atlanta.........     Delaware             4833           65-0510865
USA Station Group Partnership of Southern
  California.....................................     Delaware             4833           65-0510878
USA Station Group Partnership of Tampa...........     Delaware             4833           65-0510875
USA Station Group Partnership of Hollywood,
  Florida........................................     Delaware             4833           65-0510876
Ticketmaster Group, Inc. ........................     Illinois             7990           36-3597489
Ticketmaster Corporation.........................     Illinois             7990           36-3285772

   4
 
PROSPECTUS                         SUBJECT TO COMPLETION, DATED JANUARY 27, 1999
 
                               USA NETWORKS, INC.
                                   USANi LLC
                            OFFER TO EXCHANGE THEIR
         6 3/4% SENIOR NOTES DUE 2005 WHICH HAVE BEEN REGISTERED UNDER
            THE SECURITIES ACT FOR ANY AND ALL OF THEIR OUTSTANDING
                          6 3/4% SENIOR NOTES DUE 2005
 
     THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
            YORK CITY TIME, ON              , 1999, UNLESS EXTENDED.
 
We are offering to exchange up to $500,000,000 aggregate principal amount of new
6 3/4% Senior Notes due 2005, which are registered with the Securities and
Exchange Commission, for any and all outstanding 6 3/4% Senior Notes due 2005
issued in a private offering on November 18, 1998. We refer to this Prospectus
and the Letter of Transmittal that accompanies it as the "Exchange Offer." We
refer to the 6 3/4% Senior Notes due 2005 being offered in the Exchange Offer as
the "Exchange Notes" and we refer to the outstanding 6 3/4% Senior Notes due
2005 that can be exchanged for Exchange Notes as the "Initial Notes." We refer
to the Initial Notes and Exchange Notes together as the "Notes."
 
                          TERMS OF THE EXCHANGE OFFER
 
- - Expires 5 p.m., New York City time, on             , 1999, unless extended.
 
- - Subject to certain customary conditions, including the condition that the
  Exchange Offer not violate any applicable law or any applicable interpretation
  of the staff of the Securities and Exchange Commission.
 
- - Tenders of Initial Notes may be withdrawn any time prior to the expiration of
  the Exchange Offer.
 
- - All Initial Notes that are validly tendered and not withdrawn will be
  exchanged for Exchange Notes.
 
- - We believe that the exchange of Initial Notes for Exchange Notes should not be
  a taxable exchange for U.S. federal income tax purposes.
 
- - We will not receive any proceeds from the Exchange Offer.
 
- - All broker-dealers must comply with the registration and prospectus delivery
  requirements of the Securities Act. See "Plan of Distribution."
 
- - We do not intend to apply for listing of the Exchange Notes on any securities
  exchange or to arrange for them to be quoted on any quotation system.
 
See "The Exchange Offer" beginning on page 27 for more information about the
Exchange Offer.
 
                          TERMS OF THE EXCHANGE NOTES
 
- - The terms of the Exchange Notes are substantially identical to the terms of
  the Initial Notes, except that the Exchange Notes will be freely transferable
  and will be issued free of any covenants regarding exchange and registration
  rights.
 
- - The Notes are redeemable at our option at any time at a redemption price
  determined as set forth in this Prospectus.
 
- - The Notes are senior securities, subordinated only to our senior secured
  indebtedness to the extent of the assets securing such indebtedness.
 
- - Interest payable semi-annually on May 15 and November 15 of each year,
  beginning May 15, 1999.
 
- - Interest accrues from November 23, 1998. No interest will be payable on
  Initial Notes that are exchanged for Exchange Notes.
 
- - The Notes are unconditionally guaranteed by each of our subsidiaries that is
  or becomes a guarantor under our existing credit agreement to the extent that
  and for so long as such subsidiary remains a guarantor thereunder.
 
See "Description of the Exchange Notes" beginning on page 135 for more
information about the Notes.
 
INVESTING IN THE EXCHANGE NOTES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 19.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
WE MAY AMEND OR SUPPLEMENT THIS PROSPECTUS FROM TIME TO TIME BY FILING
AMENDMENTS OR SUPPLEMENTS AS REQUIRED. YOU SHOULD READ THIS ENTIRE PROSPECTUS
(AND ACCOMPANYING LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND ANY
AMENDMENTS OF SUPPLEMENTS CAREFULLY BEFORE MAKING YOUR INVESTMENT DECISION.
 
               The date of this Prospectus is              , 1999
 
The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
   5
 
                               TABLE OF CONTENTS
 


                                                              PAGE
                                                              ----
                                                           
Where You Can Find More Information.........................    3
Forward-Looking Information.................................    4
Prospectus Summary..........................................    5
Risk Factors................................................   19
Use of Proceeds.............................................   24
Capitalization..............................................   25
The Exchange Offer..........................................   27
Selected Historical Financial Data..........................   36
Selected Pro Forma Combined Financial Data..................   41
Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................   46
Business....................................................   68
Corporate History...........................................  103
Management..................................................  105
Security Ownership of Certain Beneficial Owners and
  Management................................................  116
Certain Relationships and Related Party Transactions........  119
Description of the Exchange Notes...........................  135
Exchange and Registration Rights Agreement..................  147
Certain United States Federal Income Tax Considerations.....  148
Plan of Distribution........................................  149
Legal Matters...............................................  150
Experts.....................................................  150
Index to Financial Statements...............................  F-1

 
                           -------------------------
 
Our principal executive offices are located at 152 West 57th Street, New York,
New York 10019. Our telephone number is (212) 314-7300. The Company's Common
Stock is quoted on the Nasdaq Stock Market under the symbol "USAI."
 
You should rely only on the information contained in this Prospectus. We have
not authorized anyone to provide you with information different from that
contained in this Prospectus or incorporated by reference in this Prospectus. We
are not making offers to exchange the Notes or soliciting offers to exchange the
Notes in any jurisdiction in which such an offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
 
The information in this Prospectus is accurate as of the date on the front
cover. You should not assume that the information contained in this Prospectus
is accurate as of any other date.
 
                                        2
   6
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
We have filed with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Exchange Notes. This Prospectus does not contain all of the information included
in the Registration Statement. For a more complete understanding of the Exchange
Offer, you should refer to the Registration Statement, including its exhibits.
 
The Company files annual, quarterly and special reports, proxy statements and
other information with the SEC. In addition, following the Exchange Offer, USANi
LLC and Home Shopping Network, Inc. will also file annual, quarterly and special
reports and other information with the SEC. You may read and copy the
Registration Statement and any other document we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. These
documents are also available at the public reference rooms at the SEC's regional
offices in New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also be available to the public at the SEC's Internet site
(http://www.sec.gov).
 
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. These incorporated documents contain important business
and financial information about us that is not included in or delivered with
this Prospectus. The information incorporated by reference is considered to be
part of this Prospectus, and later information filed with the SEC will update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made by us with the SEC under Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") prior to
the Expiration Date of the Exchange Offer.
 
     - The Company's Annual Report on Form 10-K for the year ended December 31,
       1997;
 
     - The Company's Quarterly Reports on Form 10-Q for the quarters ended March
       31, 1998, June 30, 1998 and September 30, 1998;
 
     - The Company's Registration Statement on Form S-4, dated May 19, 1998; and
 
     - The Company's Current Reports on Form 8-K dated June 24, 1998, May 19,
       1998, May 1, 1998, March 26, 1998, February 23, 1998, February 12, 1998,
       January 23, 1998, January 9, 1998, and July 29, 1997.
 
These filings are available without charge to holders of the Notes. You may
request a copy of these filings by writing or telephoning us at the following
address:
 
                               USA Networks, Inc.
                              152 West 57th Street
                            New York, New York 10019
                         Attention: Investor Relations
                                 (212) 314-7300
 
TO OBTAIN TIMELY DELIVERY OF ANY COPIES OF FILINGS REQUESTED FROM US, PLEASE
WRITE OR TELEPHONE US NO LATER THAN              , 1999 [FIVE BUSINESS DAYS
PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER].
 
                                        3
   7
 
                          FORWARD-LOOKING INFORMATION
 
This Prospectus contains "forward-looking statements" within the meaning of the
securities laws. We have based these forward-looking statements on our current
expectations and projections about future events, based on the information
currently available to us. Such forward-looking statements are principally
contained in the sections "Prospectus Summary," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business." The
forward-looking statements include, among other things, statements relating to
our anticipated financial performance, business prospects, new developments, new
merchandising strategies and similar matters.
 
These forward-looking statements are subject to risks, uncertainties and
assumptions, including, among other things, risks described in the "Risk
Factors" section and the following:
 
          - Material adverse changes in economic conditions in our markets;
 
          - Future regulatory actions and conditions in our operating areas;
 
          - Competition from others;
 
          - Successful integration of our divisions' management structures;
 
          - Product demand and market acceptance;
 
          - The ability to protect proprietary information and technology or to
            obtain necessary licenses on commercially reasonable terms; and
 
          - Obtaining and retaining key executives and employees.
 
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this Prospectus may not occur.
 
                                        4
   8
 
                               PROSPECTUS SUMMARY
 
This summary highlights information contained elsewhere in this Prospectus. This
summary is not complete and may not contain all of the information you should
consider before making a decision about whether to exchange your Initial Notes
for the Exchange Notes. You should read the entire Prospectus carefully,
including the section entitled "Risk Factors." We use certain defined terms in
this Prospectus, including the following: "USAi" and the "Company" refer to USA
Networks, Inc., a Delaware corporation; "USANi LLC" refers to USANi LLC, a
Delaware limited liability company; the "Issuers," "we," "our," "ours," and "us"
refer to the Company and USANi LLC; "Ticketmaster" refers to Ticketmaster Group,
Inc., an Illinois corporation; "USA Broadcasting" refers to USA Broadcasting,
Inc., a Delaware corporation; "Holdco" refers to Home Shopping Network, Inc., a
Delaware corporation; and "TMCS" and "Ticketmaster Online-CitySearch" refer to
Ticketmaster Online-CitySearch, Inc., a Delaware corporation. All references to
"USAi," the "Company," "USANi LLC," the "Issuers," "Ticketmaster," "USA
Broadcasting" or "TMCS" which appear herein or are incorporated by reference
herein include such entity's subsidiaries. All information in this Prospectus
reflects the two-for-one split of the Company's Common Stock and Class B Common
Stock, which became effective on March 26, 1998.
 
                                  THE COMPANY
 
The Company, through its subsidiaries, is a leading media and electronic
commerce company. The Company's principal operating assets include USA Network,
The Sci-Fi Channel, Studios USA, Home Shopping Network, Ticketmaster,
Ticketmaster Online-CitySearch and USA Broadcasting.
 
USANi LLC
 
USANi LLC is an indirect subsidiary of the Company that holds virtually all of
the Company's businesses other than Ticketmaster, Ticketmaster Online-City
Search and USA Broadcasting. USANi LLC was formed on February 12, 1998 in
connection with the Company's acquisition (the "Universal Transaction") of USA
Networks (which consisted of USA Network and The Sci-Fi Channel cable television
networks) and the domestic television production and distribution business
("Studios USA") of Universal Studios, Inc. ("Universal"). See "-- Corporate
Structure" and "Corporate History."
 
BUSINESSES
 
The Company is organized along five principal lines of business: (i) Networks
and Television Production, (ii) Television Broadcasting, (iii) Electronic
Retailing, (iv) Ticketing Operations and (v) Internet Services.
 
  Networks and Television Production
 
The Company operates two domestic advertiser-supported 24-hour cable television
networks, USA Network and The Sci-Fi Channel. According to Nielsen Media
Research, as of December 1998, USA Network and The Sci-Fi Channel were available
in 75.2 million and 52.6 million U.S. households, respectively. For the 1998
year, USA Network earned the highest primetime rating of any domestic basic
cable network, with an average rating of 2.3 in primetime (Source: Nielsen Media
Research). USA Network features original series and movies, theatrical movies,
off-network television series and major sporting events. The Sci-Fi Channel, one
of the fastest-growing satellite-delivered networks, features science fiction,
horror, fantasy and science-fact oriented programming.
 
The Company, through Studios USA, produces and distributes television programs
and motion picture films intended for initial exhibition on television and home
video, and is the exclusive
                                        5
   9
 
domestic distributor of the Universal television library. Studios USA and its
predecessor companies have produced programming for network television since the
early 1950s and Studios USA remains a major supplier of network and first-run
syndication programming, including Law & Order, Hercules: The Legendary Journeys
and Xena: Warrior Princess.
 
  Television Broadcasting
 
The Company's television broadcasting operations are conducted through USA
Broadcasting. USA Broadcasting owns and operates 13 full-power UHF television
stations, including one satellite station, which comprise the USA Station Group.
The USA Station Group owns television stations in 12 of the nation's top 22
markets and reaches approximately 31% of television households in the United
States. USA Broadcasting also has minority investments in four additional
full-power UHF stations, reaching approximately 7% of television households in
the United States. USA Broadcasting airs Home Shopping Network's electronic
retail sales programming on all but two of its stations. As part of its efforts
to maximize the value of the USA Broadcasting stations, the Company intends over
time to disaffiliate the USA Broadcasting stations from Home Shopping Network
and develop and program the stations independently, while changing the
distribution method of Home Shopping Network. The first station launched in this
manner was the Company's station in the Miami/Ft. Lauderdale market on June 8,
1998.
 
  Electronic Retailing
 
The Company, through its Electronic Retailing business, operates two retail
sales programs, Home Shopping Network and America's Store (collectively, "HSN
Services"), that sell a variety of consumer goods and services by means of live,
customer-interactive electronic retail sales programs, transmitted via satellite
to cable systems, affiliated broadcast television stations and satellite dish
receivers.
 
  Ticketing Operations
 
The Company's Ticketing Operations are conducted through Ticketmaster.
Ticketmaster is the leading provider of automated ticketing services in the
United States with over 3,750 domestic clients, including many of the country's
foremost entertainment facilities, promoters and professional sports franchises.
Ticketmaster has a comprehensive domestic distribution system that includes
approximately 2,700 remote sales outlets, covering many of the major
metropolitan areas in the United States, and 15 domestic call centers with
approximately 1,750 operator positions. Ticketmaster also operates in Great
Britain, Canada, Ireland, Mexico and Australia and, in 1998, expanded into
France, Chile and Argentina. The number of tickets sold through Ticketmaster
increased from approximately 29 million in 1990 to approximately 70 million in
1998.
 
On September 28, 1998, CitySearch, Inc., a publisher of local city guides on the
World Wide Web (the "Web"), merged with Ticketmaster Multimedia Holdings, Inc.,
a wholly owned subsidiary of Ticketmaster ("Ticketmaster Online") (the
"Ticketmaster Online-CitySearch Transaction"). Ticketmaster Online is
Ticketmaster's exclusive agent for the online sale of tickets to live events
presented by Ticketmaster clients, subject to certain limitations. Following the
merger, the combined company, Ticketmaster Online-CitySearch, became a
majority-owned subsidiary of Ticketmaster. Shares of TMCS's Class B Common Stock
were sold to the public in an initial public offering that was consummated on
December 8, 1998. TMCS's Class B Common Stock is quoted on the NASDAQ Stock
Market. As of December 31, 1998, USAi beneficially owned 59.5% of the
outstanding TMCS common stock, representing 67.3% of the total voting power of
TMCS's outstanding common stock. For financial reporting purposes, TMCS's
Ticketmaster Online ticketing business is considered part of the Company's
Ticketing Operations, while TMCS's CitySearch local city guide business is
                                        6
   10
 
considered part of the Company's Internet Services. See "Business -- Ticketing
Operations" and "--Internet Services."
 
  Internet Services
 
In July 1998, the Company announced the formation of USA Networks Interactive to
coordinate the operations of its Internet Services businesses. Internet Services
consists primarily of TMCS's CitySearch local city guide business and the
Internet Shopping Network and its principal retailing service, First Auction, an
interactive Internet site which auctions consumer merchandise.
                                        7
   11
 
                              CORPORATE STRUCTURE
 
USANi LLC holds virtually all of the Company's businesses other than
Ticketmaster, TMCS and USA Broadcasting. Holdco's only asset is its 38.8%
ownership interest in USANi LLC. The Company adopted its present corporate
structure in connection with the Universal Transaction, primarily to comply with
Federal Communication Commission ("FCC") restrictions on foreign ownership of
entities controlling domestic television broadcast licenses and for certain
other tax and regulatory reasons. These foreign ownership restrictions limit
Universal's ability to own equity in and voting power of the Company because
Universal is controlled by The Seagram Company Ltd, a Canadian corporation
("Seagram").
 
Assuming the conversion or exchange of all equity securities convertible into or
exchangeable for Common Stock or Class B Common Stock of the Company (including
shares of USANi LLC and Holdco, but excluding employee stock options), as of
December 31, 1998, approximately 45% of the Common Stock and Class B Common
Stock would be owned by Universal, approximately 21% would be owned by Liberty
Media Corporation ("Liberty"), which is a wholly owned subsidiary of Tele-
Communications, Inc. ("TCI"), and approximately 34% would be owned by the public
shareholders, including Mr. Barry Diller and other Company officers and
directors. Pursuant to a stockholders agreement, Mr. Diller, the Chairman and
Chief Executive Officer of the Company, generally exercises voting control over
the shares of Common Stock and Class B Common Stock beneficially owned by
Universal, Liberty and Mr. Diller (totaling approximately 74.5% of the
outstanding total voting power as of December 31, 1998), subject to certain
exceptions relating to fundamental changes, as to which no such shares can be
voted unless all three stockholders agree. The Company maintains control and
management of USANi LLC, and the businesses held by USANi LLC are managed by the
Company in substantially the same manner as they would be if the Company held
them directly through wholly owned subsidiaries. See "Risk
Factors -- Controlling Shareholders" and "Corporate History."
 
                        [CORPORATE STRUCTURE FLOW CHART]
                                        8
   12
 
                               THE EXCHANGE OFFER
 
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
 
We issued the Initial Notes on November 23, 1998 to Chase Securities, Inc., Bear
Stearns & Co. Inc., BNY Capital Markets, Inc. and NationsBanc Montgomery
Securities LLC (the "Initial Purchasers"). The Initial Purchasers subsequently
resold the Initial Notes to institutional investors in transactions exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act") pursuant to Section 4(2) of, and Regulation S under, the
Securities Act and applicable state securities laws. In connection with this
private placement, the Company, the Guarantors and the Initial Purchasers
entered into the Exchange and Registration Rights Agreement, providing, among
other things, for the Exchange Offer. See "The Exchange Offer."
 
THE EXCHANGE OFFER
 
We are offering Exchange Notes in exchange for an equal principal amount of
Initial Notes. As of this date, there are $500,000,000 aggregate principal
amount of Initial Notes outstanding. Initial Notes may be tendered only in
integral multiples of $1,000.
 
RESALE OF EXCHANGE NOTES
 
We believe that the Exchange Notes issued in the Exchange Offer may be offered
for resale, resold or otherwise transferred by you without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that:
 
          - you are acquiring the Exchange Notes in the ordinary course of your
            business;
 
          - you are not participating, do not intend to participate, and have no
            arrangement or understanding with any person to participate, in a
            distribution of the Exchange Notes; and
 
          - you are not an "affiliate" of ours.
 
If any of the foregoing are not true and you transfer any Exchange Note without
delivering a prospectus meeting the requirements of the Securities Act or
without an exemption from registration of your Exchange Notes from such
requirements, you may incur liability under the Securities Act. We do not assume
or indemnify you against such liability.
 
Each broker-dealer that receives Exchange Notes for its own account in exchange
for Initial Notes which were acquired by such broker-dealer as a result of
market making or other trading activities must acknowledge that it will deliver
a prospectus meeting the requirements of the Securities Act, in connection with
any resale of the Exchange Notes. A broker-dealer may use this Prospectus for an
offer to resell, resale or other retransfer of the Exchange Notes. See "Plan of
Distribution." Subject to certain limitations, we will take steps to ensure that
the issuance of the Exchange Notes will comply with state securities or "blue
sky" laws.
 
CONSEQUENCES OF FAILURE TO EXCHANGE INITIAL NOTES
 
If you do not exchange your Initial Notes for Exchange Notes, you will no longer
be able to force us to register the Initial Notes under the Securities Act. In
addition, you will not be able to offer or sell the Initial Notes unless they
are registered under the Securities Act (and we will have no obligation to
register them, except for some limited exceptions), or unless you offer or sell
them under an exemption from the requirements of, or a transaction not subject
to, the Securities Act. See "Risk Factors -- Failure to Participate in the
Exchange Offer Will Have Adverse Consequences" and "The Exchange Offer -- Terms
of the Exchange Offer."
                                        9
   13
 
EXPIRATION DATE
 
The Exchange Offer will expire at 5:00 p.m., New York City Time, on
               , 1999 (the "Expiration Date"), unless we decide to extend the
Expiration Date.
 
INTEREST ON THE EXCHANGE NOTES
 
The Exchange Notes will accrue interest at 6 3/4% per year, from either the last
date we paid interest on the Initial Notes you exchanged, or if you surrendered
your Initial Notes for exchange after the applicable record date, the date we
paid interest on such Initial Notes. We will pay interest on the Exchange Notes
on May 15 and November 15 of each year.
 
CONDITIONS TO THE EXCHANGE OFFER
 
The Exchange Offer is not subject to any condition other than certain customary
conditions, including that:
 
          - the Exchange Offer does not violate any applicable law or applicable
            interpretation of law of the staff of the Securities and Exchange
            Commission;
 
          - no litigation materially impairs our ability to proceed with the
            Exchange Offer; and
 
          - we obtain all the governmental approvals we deem necessary for the
            Exchange Offer. See "The Exchange Offer -- Conditions."
 
PROCEDURES FOR TENDERING INITIAL NOTES
 
If you wish to accept the Exchange Offer, you must complete, sign and date the
Letter of Transmittal, or a facsimile of the Letter of Transmittal and transmit
it together with all other documents required by the Letter of Transmittal
(including the Initial Notes to be exchanged) to The Chase Manhattan Bank, as
exchange agent (the "Exchange Agent"), at the address set forth on the cover
page of the Letter of Transmittal. In the alternative, you can tender your
Initial Notes by following the procedures for book-entry transfer, as described
in this document. For more information on accepting the Exchange Offer and
tendering your Initial Notes, see "The Exchange Offer -- Procedures for
Tendering" and "-- Book Entry Transfer."
 
GUARANTEED DELIVERY PROCEDURES
 
If you wish to tender your Initial Notes and you cannot get your required
documents to the Exchange Agent by the Expiration Date, you may tender your
Initial Notes according to the guaranteed delivery procedures under the heading
"The Exchange Offer -- Guaranteed Delivery Procedures."
 
WITHDRAWAL RIGHTS
 
You may withdraw the tender of your Initial Notes at any time prior to 5:00
p.m., New York City time, on the Expiration Date. To withdraw, you must send a
written or facsimile transmission notice of withdrawal to the Exchange Agent at
its address set forth herein under "The Exchange Offer -- Exchange Agent" by
5:00 p.m., New York City time, on the Expiration Date.
 
ACCEPTANCE OF INITIAL NOTES AND DELIVERY OF EXCHANGE NOTES
 
Subject to certain conditions, we will accept any and all Initial Notes that are
properly tendered in the Exchange Offer prior to 5:00 p.m., New York City time,
on the Expiration Date. We will deliver the Exchange Notes promptly after the
Expiration Date. See "The Exchange Offer -- Terms of the Exchange Offer."
                                       10
   14
 
TAX CONSIDERATIONS
 
We believe that the exchange of Initial Notes for Exchange Notes should not be a
taxable exchange for federal income tax purposes, but you should consult your
tax adviser about the tax consequences of this exchange. See "Certain United
States Income Tax Considerations."
 
EXCHANGE AGENT
 
The Chase Manhattan Bank is serving as Exchange Agent for the Exchange Offer.
 
FEES AND EXPENSES
 
We will bear all expenses related to consummating the Exchange Offer and
complying with the Exchange and Registration Rights Agreement. See "The Exchange
Offer -- Fees and Expenses."
 
USE OF PROCEEDS
 
We will not receive any cash proceeds from the issuance of the Exchange Notes.
We used the proceeds from the sale of the Initial Notes to repay a portion of
our outstanding obligations under our existing credit agreement. See "Use of
Proceeds" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."
 
                               THE EXCHANGE NOTES
 
NOTES OFFERED
 
$500,000,000 aggregate principal amount of 6 3/4% Senior Notes due 2005. The
form and terms of the Exchange Notes are substantially identical to the form and
terms of the Initial Notes, except that the Exchange Notes will be registered
under the Securities Act and, therefore, will not bear legends restricting their
transfer and will not be entitled to registration under the Securities Act. The
Exchange Notes will evidence the same debt as the Initial Notes and both the
Initial Notes and the Exchange Notes are governed by the same indenture.
 
MATURITY
 
November 15, 2005.
 
INTEREST PAYMENT DATES
 
May 15 and November 15 of each year, commencing May 15, 1999.
 
OPTIONAL REDEMPTION
 
We may redeem the Exchange Notes, in whole or in part at any time and from time
to time, at a redemption price determined as set forth in this Prospectus under
the heading "Description of the Exchange Notes," plus accrued and unpaid
interest, if any, to the date of redemption.
 
RANKING AND SUBSIDIARY GUARANTEES
 
The Exchange Notes will be unsecured and unsubordinated, joint and several
obligations of the Issuers ranking equal in right of payment with all existing
and future unsecured and unsubordinated indebtedness of the Issuers.
 
The Exchange Notes will be unconditionally guaranteed, jointly and severally
(the "Guarantees"), by each Subsidiary (as defined in this Prospectus) that is a
Credit Agreement Guarantor (as defined in
                                       11
   15
 
this Prospectus) and future Subsidiaries that become Credit Agreement Guarantors
in each case, to the extent that and for so long as such Subsidiary remains a
Credit Agreement Guarantor.
 
The Issuers and their Subsidiaries may issue senior secured indebtedness,
subject to certain limitations; the Notes would be, in effect, subordinated to
such senior secured indebtedness to the extent of its security interest in
assets of our companies or their subsidiaries.
 
As of September 30, 1998, on a pro forma basis after giving effect to the
Offering and the application of net proceeds therefrom and the Exchange Offer,
the Company and USANi LLC would have had approximately $814.3 million and $762.2
million, respectively of total consolidated indebtedness outstanding, including
$497.6 million outstanding under the Notes net of discount and approximately
$316.7 million and $264.6 million, respectively, of other unsubordinated
Indebtedness, $31.1 million, $14.6 million, respectively, of which would have
been secured. See "Description of the Exchange Notes -- Ranking."
 
RESTRICTIVE COVENANTS
 
The indenture under which the Exchange Notes will be issued will contain
covenants for your benefit which, among other things, and subject to certain
exceptions, restrict our ability to:
 
          - enter into sale-leaseback transactions;
 
          - create liens; and
 
          - consolidate, merge, or sell substantially all of our assets.
 
See "Description of the Exchange Notes -- Certain Covenants."
 
ABSENCE OF A PUBLIC MARKET FOR THE NOTES
 
The Exchange Notes are new securities and there is currently no established
market for them.
 
USE OF PROCEEDS
 
We will not receive any cash proceeds from the issuance of the Exchange Notes.
We used the proceeds from the sale of the Initial Notes to repay a portion of
our outstanding obligations under our existing credit agreement. See "Use of
Proceeds" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Financial Position, Liquidity and Capital Resources."
                                       12
   16
 
             SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION
 
In the tables below, we provide you with selected consolidated historical and
pro forma combined financial data (the "Pro Forma Financial Data") of USAi,
Holdco, and USANi LLC. We prepared the historical financial data using the
consolidated financial statements of USAi, Holdco, and USANi LLC. The Pro Forma
Financial Data attempts to illustrate the financial results of USAi, Holdco and
USANi LLC after giving effect to the offering of the Initial Notes (the
"Offering"), the Exchange Offer, the Universal Transaction, the Ticketmaster
Transaction, the Ticketmaster Online-CitySearch Transaction and the sale of SF
Broadcasting (collectively, the "Transactions") which had been completed
previously. Presented below is the combined statement of operations data for the
year ended December 31, 1997 and the nine months ended September 30, 1998 as if
the Transactions, where applicable, had been completed on January 1, 1997 and
1998, respectively. Also presented below is the consolidated historical balance
sheet data as of September 30, 1998 as if the Offering and Exchange Offer had
been completed on September 30, 1998. When you read this, it is important that
you read the footnotes set forth below the financial data.
 
It is important to remember that the Pro Forma Financial Data is hypothetical,
and does not necessarily reflect the financial performance that would have
actually resulted if the Transactions had been completed on those dates. It is
also important to remember that this information does not necessarily reflect
future financial performance of USAi, Holdco or USANi LLC.
 
Please see "Selected Pro Forma Combined Financial Data" on page   of this
Prospectus for a more detailed explanation of this analysis. See also "Where You
Can Find More Information."
 
USAi
 


                                                        ACTUAL                           PRO FORMA
                                         ------------------------------------   ----------------------------
                                                                 NINE MONTHS
                                              YEAR ENDED            ENDED                       NINE MONTHS
                                             DECEMBER 31,       SEPTEMBER 30,    YEAR ENDED        ENDED
                                         --------------------   -------------   DECEMBER 31,   SEPTEMBER 30,
                                         1996(1)    1997(2)        1998(3)          1997           1998
                                         -------   ----------   -------------   ------------   -------------
                                                    (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                
STATEMENT OF OPERATIONS DATA:
Net revenues...........................  $75,172   $1,261,749    $1,867,017      $2,527,922     $2,008,570
Operating profit.......................    3,612       94,519       160,246         136,917        125,109
Net earnings (loss)(4).................   (6,539)      13,061        26,041         (77,443)        (6,273)
Basic earnings (loss) per share(5).....     (.30)         .12           .19           (0.55)         (0.04)
Diluted earnings (loss) per share(5)...     (.30)         .12           .14           (0.55)         (0.04)
OTHER DATA:
Net cash provided by (used in):
  Operating activities.................   11,968       47,673       146,731
  Investing activities.................   (2,622)     (82,293)   (1,148,859)
  Financing activities.................   14,120      108,050     1,180,046
EBITDA(6)..............................  $19,098   $  191,543    $  323,958      $  414,540     $  334,496
Ratio of earnings to fixed
  charges(7)...........................     0.64x        2.81x         2.55x                          2.45x
Ratio of total debt to EBITDA..........      n/m         2.41x          n/m                          1.75x(8)

 
                                       13
   17
 


                                                                 AS OF SEPTEMBER 30, 1998
                                                              ------------------------------
                                                                               PRO FORMA
                                                                            ----------------
                                                                            AS ADJUSTED FOR
                                                                ACTUAL      THE OFFERING(9)
                                                              ----------    ----------------
                                                                      (IN THOUSANDS)
                                                                      
BALANCE SHEET DATA:
Working capital.............................................  $   14,427       $    7,927
Total assets................................................   8,266,957        8,262,057
Existing Credit Agreement, including current maturities.....     750,000          250,000
Senior Notes................................................          --          500,000
Discount on face value of Notes.............................          --           (2,400)
Other long-term obligations, including current maturities...      66,665           64,265
Minority interest...........................................   3,589,338        3,589,338
Stockholders' equity........................................   2,456,764        2,454,264

 
ADDITIONAL PRO FORMA OPERATING DATA:
 


                                                     COMBINED NET REVENUES                EBITDA(6)
                                                  ----------------------------   ----------------------------
                                                                  NINE MONTHS                    NINE MONTHS
                                                   YEAR ENDED        ENDED        YEAR ENDED        ENDED
                                                  DECEMBER 31,   SEPTEMBER 30,   DECEMBER 31,   SEPTEMBER 30,
                                                      1997           1998            1997           1998
                                                  ------------   -------------   ------------   -------------
                                                                        (IN THOUSANDS)
                                                                                    
ADDITIONAL PRO FORMA OPERATING DATA:
Networks and Television Production..............   $1,107,604     $  914,669       $237,800       $239,761
Electronic Retailing............................    1,024,249        776,418        171,700        115,463
Ticketing Operations............................      361,697        283,538         58,700         43,895
Internet Services...............................       18,995         25,784        (44,800)       (33,800)
Broadcasting and other..........................       15,377          8,161         (8,860)       (30,823)
                                                   ----------     ----------       --------       --------
          Total.................................   $2,527,922     $2,008,570       $414,540       $334,496
                                                   ==========     ==========       ========       ========

 
HOLDCO
 


                                                     ACTUAL                                 PRO FORMA
                                   -------------------------------------------   --------------------------------
                                         YEAR ENDED          NINE MONTHS ENDED
                                        DECEMBER 31,           SEPTEMBER 30,      YEAR ENDED    NINE MONTHS ENDED
                                   -----------------------   -----------------   DECEMBER 31,     SEPTEMBER 30,
                                      1996         1997           1998(3)            1997             1998
                                   ----------   ----------   -----------------   ------------   -----------------
                                    (PREDECESSOR COMPANY)
                                                   (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                 
STATEMENT OF OPERATIONS DATA:
Net revenues.....................  $1,014,705   $1,037,060      $1,548,189        $2,144,664       $1,705,553
Operating profit.................      41,186       61,142         147,872           183,961          175,012
Net earnings (loss)..............      20,620       13,809          (3,193)          (27,878)             (30)

 
                                       14
   18
 


                                                     ACTUAL                                 PRO FORMA
                                   -------------------------------------------   --------------------------------
                                         YEAR ENDED          NINE MONTHS ENDED
                                        DECEMBER 31,           SEPTEMBER 30,      YEAR ENDED    NINE MONTHS ENDED
                                   -----------------------   -----------------   DECEMBER 31,     SEPTEMBER 30,
                                      1996         1997           1998(3)            1997             1998
                                   ----------   ----------   -----------------   ------------   -----------------
                                    (PREDECESSOR COMPANY)
                                                   (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                 
OTHER DATA:
Net cash provided by (used in):
  Operating activities...........      23,123       34,068         120,720
  Investing activities...........     (10,733)     (49,791)     (1,379,163)
  Financing activities...........     (21,280)      22,471       1,360,666
EBITDA(6)........................      74,669      126,294         273,824           364,474          314,733
Ratio of earnings to fixed
  charges(7).....................       3.66x        5.19x           2.51x                               1.99x
Ratio of total debt to EBITDA....         n/m         0.85x            n/m                               1.65x(8)

 


                                                              AS OF SEPTEMBER 30, 1998
                                                              -------------------------
                                                                            AS ADJUSTED
                                                                              FOR THE
                                                                ACTUAL      OFFERING(9)
                                                              ----------    -----------
                                                                   (IN THOUSANDS)
                                                                      
BALANCE SHEET DATA:
Working capital.............................................  $   71,150    $   64,650
Total assets................................................   6,916,429     6,911,529
Existing Credit Agreement, including current maturities.....     750,000       250,000
Senior Notes................................................          --       500,000
Discount on face value of Notes.............................          --        (2,400)
Other long-term obligations, including current maturities...      14,607        12,207
Minority interest...........................................   3,770,146     3,770,146
Stockholders' equity........................................   1,308,687     1,306,187

 
ADDITIONAL PRO FORMA OPERATING DATA:
 


                                                    COMBINED NET REVENUES                EBITDA(6)
                                                -----------------------------   ----------------------------
                                                                 NINE MONTHS                    NINE MONTHS
                                                 YEAR ENDED         ENDED        YEAR ENDED        ENDED
                                                DECEMBER 31,    SEPTEMBER 30,   DECEMBER 31,   SEPTEMBER 30,
                                                    1997            1998            1997           1998
                                                -------------   -------------   ------------   -------------
                                                                       (IN THOUSANDS)
                                                                                   
Networks and Television Production............   $1,107,604      $  914,669       $237,800       $239,761
Electronic Retailing..........................    1,024,249         776,417        141,991         94,300
Internet Services.............................       12,811          14,467         (7,900)        (9,633)
Other.........................................           --              --         (7,417)        (9,695)
                                                 ----------      ----------       --------       --------
          Total...............................   $2,144,664      $1,705,553       $364,474       $314,733
                                                 ==========      ==========       ========       ========

 
                                       15
   19
 
USANi LLC
 


                                                         ACTUAL                             PRO FORMA
                                         ---------------------------------------   ----------------------------
                                                                    NINE MONTHS
                                               YEAR ENDED              ENDED                       NINE MONTHS
                                              DECEMBER 31,         SEPTEMBER 30,    YEAR ENDED        ENDED
                                         -----------------------   -------------   DECEMBER 31,   SEPTEMBER 30,
                                            1996         1997         1998(3)          1997           1998
                                         ----------   ----------   -------------   ------------   -------------
                                          (PREDECESSOR COMPANY)
                                                     (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                   
STATEMENT OF OPERATIONS DATA:
Net revenues...........................  $1,014,705   $1,037,060    $1,548,189      $2,144,664     $1,705,553
Operating profit.......................      41,186       61,142       147,872         183,961        175,012
Net earnings...........................      20,621       16,255        62,186          65,648         78,383
OTHER DATA:
Net cash provided by (used in):
  Operating activities.................      23,123       40,237       120,720
  Investing activities.................     (10,733)     (49,791)   (1,379,163)
  Financing activities.................     (21,280)      16,302     1,360,666
EBITDA.................................      74,669      126,294       273,824         364,474        314,733
Ratio of earnings to fixed
  charges(7)...........................       3.66x        8.78x         2.01x                          2.16x
Ratio of total debt to EBITDA..........         n/m          n/m           n/m                          1.65x(8)

 


                                                                   AS OF SEPTEMBER 30, 1998
                                                              ----------------------------------
                                                                                AS ADJUSTED
                                                                                  FOR THE
                                                                ACTUAL          OFFERING(9)
                                                              ----------    --------------------
                                                                        (IN THOUSANDS)
                                                                      
BALANCE SHEET DATA:
Working capital.............................................  $   90,062         $   83,562
Total assets................................................   6,907,543          6,902,643
Existing Credit Agreement, including current maturities.....     750,000            250,000
Notes offered hereby........................................          --            500,000
Discount on face value of Notes.............................          --             (2,400)
Other long-term obligations, including current maturities...      14,607             12,207
Members' equity.............................................   5,093,010          5,090,510

 
                                       16
   20
 


                                                     COMBINED NET REVENUES                EBITDA(6)
ADDITIONAL PRO FORMA OPERATING DATA:              ----------------------------   ----------------------------
                                                                  NINE MONTHS                    NINE MONTHS
                                                   YEAR ENDED        ENDED        YEAR ENDED        ENDED
                                                  DECEMBER 31,   SEPTEMBER 30,   DECEMBER 31,   SEPTEMBER 30,
                                                      1997           1998            1997           1998
                                                  ------------   -------------   ------------   -------------
                                                                        (IN THOUSANDS)
                                                                                    
Networks and Television Production..............   $1,107,604     $  914,669       $237,800       $239,761
Electronic Retailing............................    1,024,249        776,417        141,991         94,300
Internet Services...............................       12,811         14,467         (7,900)        (9,633)
Other...........................................           --             --         (7,417)        (9,695)
                                                   ----------     ----------       --------       --------
          Total.................................   $2,144,664     $1,705,553       $364,474       $314,733
                                                   ==========     ==========       ========       ========

 
- -------------------------
 
 (1) The consolidated statements of operations include the operations of Savoy
     (as defined herein) and Holdco since their acquisition by the Company on
     December 19, 1996 and December 20, 1996, respectively.
 
 (2) The consolidated statements of operations data include the operations of
     Ticketmaster since the acquisition by the Company of its controlling
     interest in Ticketmaster on July 17, 1997.
 
 (3) The consolidated statements of operations data include the operations of
     Networks and Studios USA since their acquisition by the Company from
     Universal on February 12, 1998.
 
 (4) Net earnings for the nine months ended September 30, 1998 includes a
     pre-tax gain of $74.9 million related to the Company's sale of its
     Baltimore television station during the first quarter of 1998.
 
 (5) Earnings (loss) per common share data retroactively reflects the impact of
     two-for-one Common Stock and Class B Common Stock splits which became
     effective on March 26, 1998.
 
 (6) EBITDA is defined as net income plus (i) extraordinary items and cumulative
     effect of accounting changes, (ii) provision for income taxes, (iii)
     interest expense (iv) depreciation and amortization and (v) minority
     interest. EBITDA is presented here because we believe it is a widely
     accepted indicator of a company's ability to service debt as well as a
     valuation methodology for companies in the media, entertainment and
     communications industries. EBITDA should not be considered in isolation or
     as a substitute for measures of financial performance or liquidity prepared
     in accordance with generally accepted accounting principles. EBITDA as
     calculated by us may not be comparable to calculations of similarly titled
     measures presented by other companies.
 
 (7) For purposes of calculating the ratio of earnings to fixed charges,
     earnings were calculated by adding (i) earnings (loss) before minority
     interest and income taxes, (ii) interest expense, including the portion of
     rents representative of an interest factor and (iii) the amount of
     undistributed losses of the Company's less than 50%-owned companies. Fixed
     charges consist of interest expense and the portions of rents
     representative of an interest factor. For periods in which earnings before
     fixed charges were insufficient to cover fixed charges, the dollar amount
     of the coverage deficiencies (in millions) is presented.
 
 (8) For the purposes of this calculation, debt has been adjusted to reflect the
     Notes Offering and Exchange Offer. EBITDA is based on the pro forma results
     of operations for the twelve-month period ended September 30, 1998.
 
 (9) Amount reduced by the cash needed in excess of the net proceeds of the
     Offering to repay $500 million of the Tranche A Term Loan. Net proceeds
     from the Offering and available cash will be used to repay the Tranche A
     Term Loan. See "Use of Proceeds" and "Capitalization."
                                       17
   21
 
                       RATIO OF EARNINGS TO FIXED CHARGES
 
The following table sets forth the ratios of earnings to fixed charges of the
Issuers and Holdco for the periods indicated. For the period in which earnings
before fixed charges were insufficient to cover fixed charges, the dollar amount
of coverage deficiency (in millions), instead of the ratio, is indicated.
 
USAi
 


                                                                                       YEARS
                                                  YEARS ENDED       FOUR MONTHS        ENDED        NINE MONTHS
                                                   AUGUST 31,          ENDED       DECEMBER 31,        ENDED
                                               ------------------   DECEMBER 31,   -------------   SEPTEMBER 30,
                                               1993   1994   1995       1995       1996    1997        1998
                                               ----   ----   ----   ------------   -----   -----   -------------
                                                                              
Ratio of earnings to fixed charges...........  0.57x  1.05x  1.11x      0.13x      0.64x   2.81x        2.55x

 
HOLDCO
 


                                                          PREDECESSOR COMPANY                  HOLDCO
                                                 -------------------------------------   ------------------
                                                       YEARS ENDED DECEMBER 31,
                                                 -------------------------------------   NINE MONTHS ENDED
                                                  1993    1994    1995    1996   1997    SEPTEMBER 30, 1998
                                                 ------   ----   ------   ----   -----   ------------------
                                                                       
Ratio of earnings to fixed charges
  (deficiency).................................  $(19.0)  4.00x  $(94.9)  3.66x   5.19x         2.51x

 
USANi LLC
 


                                                          PREDECESSOR COMPANY                USANi LLC
                                                 -------------------------------------   ------------------
                                                       YEARS ENDED DECEMBER 31,
                                                 -------------------------------------   NINE MONTHS ENDED
                                                  1993    1994    1995    1996   1997    SEPTEMBER 30, 1998
                                                 ------   ----   ------   ----   -----   ------------------
                                                                       
Ratio of earnings to fixed charges
  (deficiency).................................  $(19.0)  4.00x  $(94.9)  3.66x   8.78x         2.01x

 
For purposes of calculating the ratio of earnings to fixed charges, earnings
were calculated by adding (i) earnings (loss) before minority interest and
income taxes, (ii) interest expense, including the portion of rents
representative of an interest factor, and (iii) the amount of USANi LLC's
undistributed losses of less than 50%-owned companies. Fixed charges consist of
interest expense and the portions of rents representative of an interest factor.
For the periods in which earnings before fixed charges were insufficient to
cover fixed charges, the dollar amount of coverage deficiency (in millions) is
presented. The ratios of earnings to fixed charges should be read in conjunction
with the consolidated financial statements, including the notes thereto, and
other financial data included or incorporated by reference herein.
                                       18
   22
 
                                  RISK FACTORS
 
You should carefully consider the following factors together with the other
matters set forth herein or incorporated by reference herein before deciding
whether to exchange your Initial Notes for Exchange Notes in the Exchange Offer.
 
FAILURE TO PARTICIPATE IN THE EXCHANGE OFFER WILL HAVE ADVERSE CONSEQUENCES
 
We issued the Initial Notes in a private offering exempt from the registration
requirements of the Securities Act. Accordingly, holders of the Initial Notes
may not offer, sell or otherwise transfer their Initial Notes except in
compliance with the registration requirements of the Securities Act and
applicable state securities laws or pursuant to exemptions from, or in
transactions not subject to, such registration requirements. Holders of Initial
Notes who do not exchange their Initial Notes for Exchange Notes in the Exchange
Offer will continue to be subject to these transfer restrictions after the
completion of the Exchange Offer. See "The Exchange Offer."
 
In addition, after completion of the Exchange Offer, holders of the Initial
Notes who do not tender their Initial Notes in the Exchange Offer will no longer
be entitled to any exchange or registration rights under the Exchange and
Registration Rights Agreement, except under limited circumstances.
 
To the extent Initial Notes are tendered and accepted in the Exchange Offer, the
liquidity of the trading market, if any, for the Initial Notes could be
adversely affected. See "The Exchange Offer."
 
EXCHANGE OFFER PROCEDURES
 
We will issue the Exchange Notes in exchange for the Initial Notes pursuant to
the Exchange Offer only after timely receipt by us of the Initial Notes, a
properly completed and duly executed Letter of Transmittal and all other
required documents or an Agent's Message (as defined herein) in lieu thereof.
Holders desiring to tender Initial Notes in exchange for Exchange Notes should
allow sufficient time to ensure timely delivery. We are under no duty to give
notification of defects or irregularities with respect to the tenders of the
Initial Notes for exchange. Initial Notes that are not tendered or are tendered
but not accepted will continue to be subject to the existing transfer
restrictions after the completion of the Exchange Offer. In addition, any holder
of the Initial Notes who tenders in the Exchange Offer for the purpose of
participating in a distribution of the Exchange Notes may be deemed to have
received restricted securities and, if so, will be required to comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. Each broker-dealer that receives
Exchange Notes for its own account in exchange for the Initial Notes, where the
Initial Notes were acquired by the broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of those Exchange Notes. See "Plan of
Distribution."
 
RANKING OF NOTES AND THE GUARANTEES
 
The Notes are unsecured and unsubordinated, joint and several obligations of the
Issuers and rank equal in right of payment with all other existing and future
unsecured and unsubordinated indebtedness of the Issuers. The Guarantees are
unsecured and unsubordinated obligations of the relevant Guarantor and rank
equal in right of payment with all other existing and future unsecured and
unsubordinated indebtedness of each such Guarantor. Neither the Notes nor the
Guarantees are secured by any assets of the Issuers or the Guarantors.
Accordingly, the Notes and the Guarantees will effectively rank junior to any
secured obligations of the Issuers and the Guarantors to the extent of the
assets securing such obligations. If either of the Issuers or a Guarantor
becomes insolvent or is liquidated, or if payment under any secured obligation
is accelerated, the lenders under such secured obligation will be entitled to
exercise the remedies available to a secured lender under applicable law
 
                                       19
   23
 
and pursuant to the terms of the agreement securing such obligation. Any claims
of such lenders with respect to such assets will be prior to any claim of the
holders of the Notes with respect to such assets. It is possible that there
would be no assets remaining from which claims of the holders of the Notes could
be satisfied or if any such assets remain, such assets might be insufficient to
fully satisfy such claims. As of September 30, 1998, on a pro forma basis after
giving effect to the Offering and the application of net proceeds therefrom and
the Exchange Offer, the Company and USANi LLC would have had approximately
$814.3 million and $762.2 million, respectively, of total consolidated
indebtedness outstanding, including $497.6 million outstanding under the Notes
net of discount and approximately $316.7 million and $264.6 million,
respectively, of other unsubordinated Indebtedness, $31.1 million and $14.6
million, respectively, of which would have been secured. See "Description of the
Exchange Notes -- Ranking."
 
RESTRICTIVE COVENANTS
 
The Existing Credit Agreement (as defined in this Prospectus) contains various
financial and operating covenants which, among other things, require the
maintenance of certain financial ratios. Violation of such covenants could
result in a default under the Existing Credit Agreement which would permit the
bank lenders thereunder to (i) restrict USANi LLC's ability to borrow undrawn
funds under the Existing Credit Agreement and (ii) accelerate the maturity of
borrowings thereunder.
 
DEPENDENCE ON CERTAIN KEY PERSONNEL
 
The Company is dependent upon the continued contributions of its senior
corporate management, particularly Mr. Diller, and certain key employees for its
future success. Mr. Diller is the Chairman of the Board and Chief Executive
Officer of the Company. Mr. Diller does not have an employment agreement with
the Company, although he has been granted options to purchase a substantial
number of shares of Common Stock and the vesting of such options is to occur
over the next few years, subject to acceleration in certain specified
circumstances. Except in certain circumstances, such vesting is conditioned upon
Mr. Diller remaining at the Company. There can be no assurance that the Company
will be able to retain the services of Mr. Diller or any other members of senior
management or key employees of the Company.
 
If Mr. Diller no longer serves in his positions at the Company, the business of
the Company could be substantially adversely affected. In addition, under the
terms of the Governance Agreement, dated October 19, 1997 (the "Governance
Agreement"), among the Company, Universal, Liberty and Mr. Diller entered into
in connection with the Universal Transaction, if Mr. Diller no longer serves as
Chief Executive Officer of the Company or becomes disabled (as defined in the
Governance Agreement), then certain restrictions on the conduct of Universal
will be eliminated, and Universal's ability to increase its equity interest in
the Company will be accelerated. Due to current FCC restrictions on foreign
ownership of entities controlling domestic television broadcast licenses and
cross-ownership of cable franchises and television broadcast licenses which
limit the ability of Universal and Liberty, respectively, to exercise voting
control over entities that hold television broadcast licenses, in the event that
Mr. Diller is no longer Chief Executive Officer or has become disabled, the
Company would be required to divest itself of its television broadcast licenses
so that Universal and Liberty could exercise control over the Company in
compliance with FCC law or otherwise enter in arrangements relating to the
control of the Company in compliance with FCC law. See "Certain Relationships
and Related Party Transactions -- Agreements with Universal and Liberty."
 
CONTROLLING SHAREHOLDERS
 
Mr. Diller, through entities he controls, currently beneficially owns or has the
right to vote 100% of the shares of Class B Common Stock of the Company, which
is sufficient to control the outcome of
                                       20
   24
 
any matter submitted to a vote or for the consent of the Company's shareholders
(other than with respect to the election by the holders of Common Stock of 25%
of the members of the Board of Directors of the Company (rounded up to the
nearest whole number) and certain matters as to which a separate class vote of
the holders of Common Stock is required under the Delaware General Corporation
Law). Each share of Class B Common Stock is entitled to ten votes per share with
respect to matters on which Common and Class B stockholders vote as a single
class. Without giving effect to the issuance of any Company securities upon
exercise of options held by Mr. Diller or upon exchange of shares of USANi LLC
or Holdco, as of December 31, 1998, Mr. Diller owns or has the right to vote
11.3% of the outstanding Common Stock, 100% of the outstanding Class B Common
Stock and 74.5% of the outstanding total voting power of the Common Stock and
Class B Common Stock.
 
Pursuant to the Stockholders Agreement (as defined in this Prospectus), Mr.
Diller, Universal and Liberty have agreed that the Company securities owned by
any of Mr. Diller, Universal, Liberty and certain of their respective affiliates
will not be voted in favor of the taking of any action with respect to certain
fundamental changes relating to the Company, except with the consent of each of
Mr. Diller, Universal and Liberty. Accordingly, in respect of such matters, each
of Mr. Diller, Universal and Liberty has the ability to veto, in his or its sole
discretion, the taking of any action with respect to these matters. In addition,
there can be no assurance that Mr. Diller, Universal and Liberty will be able to
agree in the future with respect to any such transaction or action, in which
case the Company would not be able to engage in such transaction or take such
action, provided that, under the terms of the Stockholders Agreement, if Mr.
Diller and Universal agree to certain fundamental changes that Liberty does not
agree to, subject to certain conditions, Universal will be entitled to purchase
Liberty's entire equity interest of the Company and the Company would then be
able to engage in such transaction or take such action.
 
Upon Mr. Diller's permanent departure from the Company, the Company may change
in various fundamental respects. For example, generally, Universal would be able
to control USANi LLC and would have the ability to cause the Company to effect a
spinoff or other disposition of USA Broadcasting, after which Universal could
directly control the Company. In addition, Universal and Liberty have certain
agreements relating to the management and governance of the Company and USANi
LLC, as well as the voting and disposition of their shares of the Company and
the stock of the regulated businesses that are spun off. The Company has
generally agreed to use its reasonable best efforts to implement the
arrangements agreed to by Universal and Liberty. In the case of Universal or
Liberty selecting the manager of USANi LLC, these actions could, depending on
the circumstances, result in deconsolidation for financial accounting purposes
of the results of operations of USANi LLC from those of the Company. See
"Certain Relationships and Related Party Transactions -- Agreements with
Universal and Liberty."
 
YEAR 2000 ISSUE
 
We are currently working to resolve the potential impact of the Year 2000 on the
processing of date-sensitive information by our computerized information
systems. The Year 2000 problem is the result of computer programs being written
using two digits (rather than four) to define the applicable year. Any of our
programs that have time-sensitive software may recognize a date using "00" as
the Year 1900 rather than the Year 2000, which could result in miscalculations
or system failures. Based on preliminary information, we do not expect that the
costs of addressing potential problems will have a material adverse impact on
our financial position, results of operations or cash flows in future periods.
However, if we or our customers or vendors are unable to resolve such processing
issues in a timely manner, it could result in a material financial risk.
Accordingly, we plan to devote the necessary resources to resolve all
significant Year 2000 issues in a timely manner.
 
                                       21
   25
 
For a more complete discussion of Year 2000 issues, please refer to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Other Matters."
 
ABSENCE OF A PUBLIC MARKET
 
Although holders of Exchange Notes (who are not "affiliates" of the Issuers
within the meaning of the Securities Act) may resell or otherwise transfer their
Exchange Notes without compliance with the registration requirements of the
Securities Act, there is no existing market for the Exchange Notes, and there
can be no assurance as to the liquidity of any markets that may develop for the
Exchange Notes, the ability of holders of Exchange Notes to sell their Exchange
Notes or the prices at which holders would be able to sell their Exchange Notes.
Future trading prices of the Exchange Notes will depend on many factors,
including, among other things, prevailing interest rates, our operating results
and the market for similar securities.
 
The initial purchasers in the Offering have advised us that they intend to make
a market in the Exchange Notes after the Exchange Offer. However, they are not
obligated to do so, and any market-making may be discontinued at any time
without notice. In addition, such market-making activity may be limited during
the Exchange Offer.
 
We do not intend to apply for listing of the Exchange Notes on any securities
exchange or to arrange for them to be quoted on any quotation system.
 
Accordingly, an active trading market for the Exchange Notes may not develop,
either before, during or after the consummation of the Exchange Offer. The
absence of an active trading market may have an adverse effect on the market
price and liquidity of the Exchange Notes.
 
FRAUDULENT CONVEYANCE CONSIDERATIONS
 
Each Issuer is a holding company. All of our operating assets are held by our
respective Subsidiaries and all of our operating revenues are derived from
operations of our respective Subsidiaries. Therefore, our ability to make
payments when due to holders of the Notes is dependent upon the receipt of
sufficient funds from our Subsidiaries. Our obligations under the Notes are
fully and unconditionally guaranteed on a joint and several basis by the
Guarantors.
 
Under the federal or state fraudulent transfer laws, a court could take certain
actions detrimental to you if it found that, at the time the Initial Notes or
the Guarantees of our Subsidiaries were issued:
 
     - we or a Guarantor issued the Initial Notes or a Guarantee with the intent
       of hindering, delaying or defrauding current or future creditors; or
 
     - we or a Guarantor received less than fair consideration or reasonably
       equivalent value for incurring the indebtedness represented by the
       Initial Notes or a Guarantee, and:
 
        -- we or a Guarantor were insolvent or rendered insolvent by issuing the
           Initial Notes or the Guarantee;
 
        -- we or a Guarantor were engaged (or about to engage) in a business or
           transaction for which our assets were unreasonably small; or
 
        -- we or a Guarantor intended to incur indebtedness beyond our ability
           to pay, or believed or should have believed that we would incur
           indebtedness beyond our ability to pay.
 
If a court made these findings, it could:
 
     - void all or part of our obligations, or a Guarantor's obligations, to the
       holders of Exchange Notes; or
 
                                       22
   26
 
     - subordinate our obligations, or a Guarantor's obligations to the holders
       of Exchange Notes to other indebtedness of ours or of the Guarantor.
 
The effect of the court's action would be to entitle the other creditors to be
paid in full before any payment could be made on the Exchange Notes. The court
could take other action detrimental to the holders of Exchange Notes, including
in certain circumstances, invalidating the Exchange Notes or a guarantee of
payment of the Exchange Note by one of our subsidiaries. In that event, there
would be no assurance that any repayment on the Exchange Notes would ever be
recovered by the holders of the Exchange Notes.
 
The definition of insolvency varies among jurisdictions depending upon the
federal or state law applied in the proceeding. However, we or a Guarantor
generally would be considered insolvent at the time we or the Guarantor incur
the debt constituting the Initial Notes or a Guarantee, if:
 
     - the fair market value (or fair salable value) of the relevant assets is
       less than the amount required to pay our total existing debts and
       liabilities (including the probable liability on contingent liabilities)
       or those of the Guarantor, as they become absolute or matured; or
 
     - we or the Guarantor incurs debts beyond our or its ability to pay as such
       debts mature.
 
We cannot be sure what standard a court would apply in order to determine
whether we or a Guarantor were "insolvent" as of the date the Initial Notes or
Guarantees of payment of the Initial Notes by our Subsidiaries were issued
regardless of the method of valuation. We cannot be certain whether a court
would determine that we or a Guarantor were insolvent on that date. We also
cannot be certain whether a court would determine that the payments constituted
fraudulent transfers on another ground regardless.
 
To the extent a court voids a Guarantee of payment of the Initial Notes as a
fraudulent conveyance or holds it unenforceable for any other reason, holders of
Exchange Notes would cease to have any claim against the Guarantor. Holders of
Exchange Notes could proceed solely against us and against any Guarantor whose
guarantee was not voided or held unenforceable. The claims of the holders of
Exchange Notes against the issuer of an invalid Guarantee (if a court allowed
any of those claims) could be subject to the prior payment of all liabilities
and preferred stock claims of that Guarantor. There can be no assurance that,
after providing for all prior claims and preferred stock interests, the
Guarantor's assets would be sufficient to satisfy the claims of the holders of
Exchange Notes relating to any voided portions of any of the Guarantees.
 
                                       23
   27
 
                                USE OF PROCEEDS
 
We will not receive any cash proceeds from the issuance of the Exchange Notes in
the Exchange Offer. In consideration for issuing the Exchange Notes as
contemplated in this Prospectus, we will receive in exchange Initial Notes in
like principal amount, the terms of which are substantially identical to the
Exchange Notes. The Initial Notes surrendered in exchange for the Exchange Notes
will be retired and canceled and cannot be reissued. The issuance of the
Exchange Notes will not result in any increase in our indebtedness.
 
USANi LLC used the net proceeds received from the sale of the Initial Notes
together with available cash to repay a portion of the $750.0 million Tranche A
Term Loan (the "Tranche A Term Loan") outstanding under the Credit Agreement,
dated February 12, 1998, among the Company, USANi LLC, as borrower, the lenders
party thereto, The Chase Manhattan Bank ("Chase"), as administrative and
collateral agent, and Bank of America National Trust & Savings Association and
The Bank of New York, as co-documentation agents (the "Existing Credit
Agreement"). The amounts repaid under the Tranche A Term Loan may not be
reborrowed. The Tranche A Term Loan accrued interest at a weighted average rate
per annum of 6.62% as of September 30, 1998 and was scheduled to mature on
December 31, 2002. The proceeds from the Tranche A Term Loan were used to
finance a portion of the Universal Transaction.
 
                                       24
   28
 
                                 CAPITALIZATION
 
The following tables set forth the unaudited consolidated capitalization of the
Company, Holdco and USANi LLC as of September 30, 1998, (i) on a historical
basis and (ii) on a pro forma basis as adjusted to give effect to the Offering
and the Exchange Offer (as if they had occurred on such date), and the
application of the estimated net proceeds therefrom and available cash to repay
a portion of the Tranche A Term Loan. This table should be read in conjunction
with the financial statements and accompanying notes and other financial data
included elsewhere, or incorporated by reference, in this Prospectus.
 
USAi
 


                                                                      AS OF
                                                               SEPTEMBER 30, 1998
                                                              ---------------------
                                                              ACTUAL    AS ADJUSTED
                                                              ------    -----------
                                                                  (IN MILLIONS)
                                                                  
Cash and cash equivalents(1)................................  $  292      $  286
                                                              ======      ======
Long-term debt, including current maturities:
  Existing Credit Agreement:
     Revolving Credit Facility..............................  $   --      $   --
     Tranche A Term Loan....................................     750         250
                                                              ------      ------
          Total Existing Credit Agreement...................     750         250
Senior Notes due 2005.......................................      --         500
Discount on face value of Notes.............................      --          (2)
Other long-term obligations.................................      67          67
                                                              ------      ------
          Total long-term debt..............................     817         815
Minority interest...........................................   3,589       3,589
Total stockholders' equity..................................   2,457       2,454
                                                              ------      ------
Total capitalization........................................  $6,863      $6,858
                                                              ======      ======

 
- -------------------------
 
(1) Cash and cash equivalents include amounts held on behalf of Ticketmaster's
    clients, which cannot be used to repay indebtedness.
 
                                       25
   29
 
HOLDCO
 


                                                               AS OF SEPTEMBER 30,
                                                                      1998
                                                              ---------------------
                                                              ACTUAL    AS ADJUSTED
                                                              ------    -----------
                                                                  (IN MILLIONS)
                                                                  
Cash and cash equivalents...................................  $  125      $  119
                                                              ======      ======
Long-term debt, including current maturities:
  Existing Credit Agreement:
     Revolving Credit Facility..............................  $   --      $   --
     Tranche A Term Loan....................................     750         250
                                                              ------      ------
       Total Existing Credit Agreement......................     750         250
Senior Notes due 2005.......................................      --         500
Discount on face value of Notes.............................      --          (2)
Other long-term obligations.................................      15          15
                                                              ------      ------
       Total long-term debt.................................     765         763
Minority interest...........................................   3,770       3,770
Total stockholders' equity..................................   1,309       1,306
                                                              ------      ------
Total capitalization........................................  $5,844      $5,839
                                                              ======      ======

 
USANi LLC
 


                                                               AS OF SEPTEMBER 30,
                                                                      1998
                                                              ---------------------
                                                              ACTUAL    AS ADJUSTED
                                                              ------    -----------
                                                                  (IN MILLIONS)
                                                                  
Cash and cash equivalents...................................  $  125      $  119
                                                              ======      ======
Long-term debt, including current maturities:
  Existing Credit Agreement:
     Revolving Credit Facility..............................  $   --      $   --
     Tranche A Term Loan....................................     750         250
                                                              ------      ------
       Total Existing Credit Agreement......................     750         250
Senior Notes due 2005.......................................      --         500
Discount on face value of Notes.............................      --          (2)
Other long-term obligations.................................      15          15
                                                              ------      ------
       Total long-term debt.................................     765         763
Total members' equity.......................................   5,093       5,090
                                                              ------      ------
Total capitalization........................................  $5,858      $5,853
                                                              ======      ======

 
                                       26
   30
 
                               THE EXCHANGE OFFER
 
The following summary of certain provisions of the Exchange and Registration
Rights Agreement entered into by the Issuers, the Guarantors and the Initial
Purchasers as of November 23, 1998 (the "Registration Rights Agreement") does
not purport to be complete and reference is made to the provisions of the
Registration Rights Agreement, which has been filed as an exhibit to the
Registration Statement and a copy of which is available as set forth under the
heading "Where You Can Find More Information."
 
PURPOSE OF THE EXCHANGE OFFER
 
In connection with the issuance of the Initial Notes pursuant to a purchase
agreement dated as of November 19, 1998 by and among the Issuers, certain of the
Guarantors and the Initial Purchasers (the "Purchase Agreement"), the Initial
Purchasers and their respective assignees became entitled to the benefits of the
Registration Rights Agreement.
 
Under the Registration Rights Agreement, we and the Guarantors are required to
file, not later than 120 days following the date the Initial Notes were
originally issued (the "Issue Date"), the Registration Statement of which this
Prospectus is a part providing for a registered exchange offer of new notes
identical in all material respects to the Initial Notes, except that such new
notes will be freely transferable and will not have any covenants regarding
exchange and registration rights. Under the Registration Rights Agreement, we
and the Guarantors are required to:
 
          - use reasonable best efforts to cause the Registration Statement to
            be declared effective no later than 150 days after the Issue Date,
 
          - keep the Exchange Offer open for not less than 20 business days (or
            longer if required by applicable law) after the date that notice of
            the Exchange Offer is mailed to holders of the Initial Notes, and
 
          - use reasonable best efforts to consummate the Exchange Offer as
            promptly as practicable, but no later than 180 days after the Issue
            Date.
 
The Registration Rights Agreement also provides that under certain
circumstances, we and the Guarantors will file with the SEC a shelf registration
statement (the "Shelf Registration Statement") relating to the offer and sale of
Initial Notes by holders of Initial Notes who satisfy certain conditions
regarding the provision to us of information in connection with the Shelf
Registration Statement.
 
The Exchange Offer being made by this Prospectus is intended to satisfy your
exchange and registration rights under the Registration Rights Agreement. If we
fail to fulfill such registration and exchange obligations, you, as a holder of
outstanding Initial Notes, are entitled to receive "Additional Interest" until
we have fulfilled such obligations, at the rate of 0.25% per annum. All amounts
of accrued Additional Interest will be payable in cash on the same interest
payment dates as the Notes.
 
EFFECT OF THE EXCHANGE OFFER
 
Based on interpretations by the staff of the SEC set forth in no-action letters
issued to third parties, we believe that you may offer for resale, resell and
otherwise transfer the Exchange Notes issued to you pursuant to the Exchange
Offer in exchange for your Initial Notes without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that you can represent that:
 
          - you are acquiring the Exchange Notes in the ordinary course of your
            business;
 
          - you are not participants and do not intend to participate and have
            no arrangement or understanding with any person to participate, in a
            distribution of the Exchange Notes; and
 
                                       27
   31
 
          - you are not an "affiliate" (as defined in Rule 405 of the Securities
            Act) of ours or any Guarantor.
 
If you are not able to make these representations, you are a "Restricted
Holder." As Restricted Holder, you will not be able to participate in the
Exchange Offer and may only sell your Initial Notes pursuant to a registration
statement containing the selling security holder information required by Item
507 of Regulation S-K under the Securities Act, or pursuant to an exemption from
the registration requirement of the Securities Act.
 
In addition, each broker-dealer (other than a Restricted Holder) that receives
Exchange Notes for its own account in exchange for Initial Notes which were
acquired by such broker-dealer as a result of market-making or other trading
activities (a "Participating Broker-Dealer"), must acknowledge in the Letter of
Transmittal that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. Based upon interpretations by the staff of the
SEC, we believe that a participating Broker-Dealer may offer for resale, resell
and otherwise transfer Exchange Notes issued pursuant to the Exchange Offer upon
compliance with the prospectus delivery requirements, but without compliance
with the registration requirements, of the Securities Act. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
Participating Broker-Dealer in connection with such resales. We have agreed
that, for a period of 90 days after the consummation of the Exchange Offer, we
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. By acceptance of this Exchange Offer, each broker-dealer
that receives Exchange Notes pursuant to the Exchange Offer agrees to notify the
Issuer prior to using this Prospectus in connection with the sale or transfer of
Exchange Notes. See "Plan of Distribution."
 
To the extent Initial Notes are tendered and accepted in the Exchange Offer, the
principal amount of outstanding Initial Notes will decrease with a resulting
decrease in the liquidity in the market for the Initial Notes. Initial Notes
that are still outstanding following the consummation of the Exchange Offer will
continue to be subject to certain transfer restrictions.
 
TERMS OF THE EXCHANGE OFFER
 
Upon the terms and subject to the conditions set forth in this Prospectus and in
the Letter of Transmittal, we will accept any and all Initial Notes validly
tendered and not withdrawn prior to 5:00 p.m., New York City time, on the
Expiration Date. As of the date of this Prospectus, an aggregate of $500 million
principal amount of the Initial Notes is outstanding. We will issue $1,000
principal amount at maturity of Exchange Notes in exchange for each $1,000
principal amount at maturity of outstanding Initial Notes accepted in the
Exchange Offer. Holders may tender some or all of their Initial Notes pursuant
to the Exchange Offer. However, Initial Notes may be tendered only in integral
multiples of $1,000.
 
The form and terms of the Exchange Notes will be substantially identical to the
form and terms of the Initial Notes, except that:
 
          - the offering of the Exchange Notes has been registered under the
            Securities Act,
 
          - the Exchange Notes will not be subject to transfer restrictions,
 
          - the Exchange Notes will be issued free of any covenants regarding
            exchange and registration rights (including that they will not
            provide for additional interest), and
 
                                       28
   32
 
          - the Exchange Notes will evidence the same debt as the Initial Notes
            and will be entitled to the benefits of the Indenture under which
            the Initial Notes were, and the Exchange Notes will be, issued.
 
You do not have any appraisal or dissenters, rights under law or the Indenture
in connection with the Exchange Offer. We intend to conduct the Exchange Offer
in accordance with the applicable requirements of the Exchange Act and the rules
and regulations of the SEC thereunder.
 
We shall be deemed to have accepted validly tendered Initial Notes when, as and
if we have given oral (promptly confirmed in writing) or written notice thereof
to the Exchange Agent. The Exchange Agent will act as agent for the tendering
holders for the purpose of receiving the Exchange Notes from us.
 
If we do not accept for exchange any tendered Initial Notes because of an
invalid tender, the occurrence of certain other events set forth herein or
otherwise, certificates for any such unaccepted Initial Notes will be returned
to you, without expense, as promptly as practicable after the Expiration Date.
 
If you tender Initial Notes in the Exchange Offer, you will not be required to
pay brokerage commissions or fees or, subject to the instructions in the Letter
of Transmittal, transfer taxes with respect to the exchange of Initial Notes
pursuant to the Exchange Offer. We will pay all charges and expenses, other than
certain applicable taxes, in connection with the Exchange Offer. See "-- Fees
and Expenses."
 
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
 
The term "Expiration Date" means 5:00 p.m., New York City time, on
             , 1999, unless we, in our sole discretion, extend the Exchange
Offer, in which case the term "Expiration Date" shall mean the latest date and
time to which the Exchange Offer is extended.
 
In order to extend the Exchange Offer, we will notify the Exchange Agent of any
extension by oral (promptly confirmed in writing) or written notice and will
make a public announcement thereof, each prior to 9:00 a.m., New York City time,
on the next business day after the previously scheduled expiration date unless
otherwise required by applicable law or regulation.
 
We have the right, in our reasonable discretion, (i) to delay accepting any
Initial Notes, to extend the Exchange Offer or, if any of the conditions set
forth below under "Conditions" shall not have been satisfied, to terminate the
Exchange Offer, by giving oral or written notice of such delay, extension or
termination to the Exchange Agent, or (ii) to amend the terms of the Exchange
Offer in any manner. Any such delay in acceptance, extension, termination or
amendment will be followed as promptly as practicable by a public announcement
thereof. If we believe that we have made a material amendment of the terms of
the Exchange Offer, we will promptly disclose such amendment in a manner
reasonably calculated to inform the holders of the Notes of such amendment and
we will extend the Exchange Offer to the extent required by law.
 
Without limiting the manner in which we may choose to make public announcement
of any delay, extension, termination or amendment of the Exchange Offer, we
shall have no obligation to publish, advertise or otherwise communicate any such
public announcement, other than by making a timely release to the Dow Jones News
Service.
 
PROCEDURES FOR TENDERING
 
Only a Holder of Initial Notes may tender such Initial Notes in the Exchange
Offer. To tender in the Exchange Offer, a Holder must complete, sign and date
the Letter of Transmittal, or a facsimile thereof, have the signatures thereon
guaranteed if required by the Letter of Transmittal, and mail or
 
                                       29
   33
 
otherwise deliver such Letter of Transmittal or such facsimile, together with
the Initial Notes (or a confirmation of an appropriate book-entry transfer into
the Exchange Agent's account at The Depository Trust Company ("DTC" or the
"Depositary") (as described below)) and any other required documents, to the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
To be tendered effectively, the Initial Notes (or a timely confirmation of a
book-entry transfer of such Initial Notes into the Exchange Agent's account at
DTC as described below), Letter of Transmittal and other required documents must
be received by the Exchange Agent at the address set forth below under "Exchange
Agent" prior to 5:00 p.m., New York City time, on the Expiration Date.
 
The tender by a holder will constitute an agreement between such holder and the
Issuer in accordance with the terms and subject to the conditions set forth
herein and in the Letter of Transmittal.
 
Any financial institution which is a participant in DTC may make book-entry
delivery of the Initial Notes by causing DTC to transfer such Initial Notes into
the Exchange Agent's account and to deliver an Agent's Message on or prior to
the Expiration Date in accordance with DTC's procedure for such transfer.
Although delivery of Initial Notes may be effected through book-entry transfer
into the Exchange Agent's account at DTC, the Letter of Transmittal, with any
required signature guarantees and any other required documents, must in any case
be transmitted to and received by the Exchange Agent prior to 5:00 p.m., New
York City time, on the Expiration Date at one of its addresses set forth below
under "Exchange Agent", or the guaranteed delivery procedure described below
must be complied with. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS
PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. All references in
this Prospectus to deposit or delivery of Initial Notes shall be deemed to
include DTC's book-entry delivery method.
 
The method of delivery of Initial Notes and the Letter of Transmittal and all
other required documents to the Exchange Agent, including delivery through DTC,
is at the election and risk of the holder. Instead of delivery by mail, it is
recommended that holders use an overnight or hand delivery service. If Initial
Notes are sent by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
assure delivery to the Exchange Agent before the Expiration Date. No Letter of
Transmittal or Initial Notes should be sent to the Issuer.
 
Holders may request their respective brokers, dealers, commercial banks, trust
companies or nominees to effect the above transactions for such holders.
 
Any beneficial owner whose Initial Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to tender
should contact the registered holder promptly and instruct such registered
holder to tender on such beneficial owner's behalf. If such beneficial owner
wishes to tender on such owner's own behalf, such owner must, prior to
completing and executing the Letter of Transmittal and delivering such owner's
Initial Notes, either make appropriate arrangements to register ownership of the
Initial Notes in such owner's name or obtain a properly completed bond power
from the registered holder. The transfer of registered ownership may take
considerable time.
 
Signatures on a Letter of Transmittal or a notice of withdrawal, as the case may
be, must be guaranteed by an Eligible Institution (as defined below) unless the
Initial Notes tendered pursuant thereto are tendered (i) by a registered holder
who has not completed the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution. In the event that signatures on a Letter of
Transmittal or a notice of withdrawal, as the case may be, are required to be
guaranteed, such guarantee must be by a member firm of a registered national
securities exchange or of the National Association of Securities
 
                                       30
   34
 
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution").
 
If the Letter of Transmittal or any Initial Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by the Issuer, proper
evidence satisfactory to the Company of their authority to so act must be
submitted with the Letter of Transmittal.
 
All questions as to the validity, form, eligibility (including time of receipt),
acceptance and withdrawal of tendered Initial Notes will be determined by us in
our sole discretion, which determination will be final and binding. We reserve
the absolute right to reject any and all Initial Notes not properly tendered or
any Initial Notes our acceptance of which would, in the opinion of our counsel,
be unlawful. We also reserve the right to waive any defects, irregularities or
conditions of tender as to particular Initial Notes. Our interpretation of the
terms and conditions of the Exchange Offer (including the instructions in the
Letter of Transmittal) will be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Initial Notes must
be cured within such time as we shall determine. Although we intend to notify
holders of defects or irregularities with respect to tenders of Initial Notes,
neither we nor the Exchange Agent nor any other person shall incur any liability
for failure to give such notification. Tenders of Initial Notes will not be
deemed to have been made until such defects or irregularities have been cured or
waived. Any Initial Notes received by the Exchange Agent that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering holders (or, in
the case of Initial Notes delivered by book-entry transfer within DTC, will be
credited to the account maintained within DTC by the participant in DTC which
delivered such Initial Notes), unless otherwise provided in the Letter of
Transmittal, as soon as practicable following the Expiration Date.
 
In addition, we reserve the right in our sole discretion (a) to purchase or make
offers for any Initial Notes that remain outstanding subsequent to the
Expiration Date, (b) as set forth below under "Conditions," to terminate the
Exchange Offer and (c) to the extent permitted by applicable law, purchase
Initial Notes in the open market, in privately negotiated transactions or
otherwise. The terms of any such purchases or offers could differ from the terms
of the Exchange Offer.
 
By tendering, each Holder will represent to us that, among other things, such
holder is not a Restricted Holder. In addition, each Participating Broker-Dealer
must acknowledge that it will deliver a prospectus in connection with any resale
of Exchange Notes. See "Plan of Distribution."
 
BOOK-ENTRY TRANSFER
 
The Exchange Agent will establish a new account or utilize an existing account
with respect to the Initial Notes at DTC promptly after the date of this
Prospectus, and any financial institution that is a participant in DTC and whose
name appears on a security position listing as the owner of Initial Notes may
make a book-entry tender of Initial Notes by causing DTC to transfer such
Initial Notes into the Exchange Agent's account in accordance with DTC's
procedures for such transfer. However, although tender of Initial Notes may be
effected through book-entry transfer at DTC, the Letter of Transmittal (or a
facsimile thereof), properly completed and validly executed, with any required
signature guarantees, or an Agent's Message in lieu of the Letter of
Transmittal, and any other required documents, must, in any case, be received by
the Exchange Agent at its address set forth below under the caption "Exchange
Agent" on or prior to the Expiration Date, or the guaranteed delivery procedures
described below must be complied with. The confirmation of book-entry transfer
of Initial Notes into the Exchange Agent's account at DTC as described above is
referred to herein
 
                                       31
   35
 
as a "Book-Entry Confirmation." Delivery of documents to DTC in accordance with
DTC's procedures does not constitute delivery to the Exchange Agent.
 
The term "Agent's Message" means a message transmitted by DTC to, and received
by, the Exchange Agent and forming a part of a Book-Entry Confirmation, which
states that DTC has received an express acknowledgment from the participant in
DTC tendering Initial Notes stating (i) the aggregate principal amount of
Initial Notes which have been tendered by such participant, (ii) that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal and (iii) that we may enforce such agreement against the
participant.
 
GUARANTEED DELIVERY PROCEDURES
 
Holders who wish to tender their Initial Notes and (i) whose Initial Notes are
not immediately available or (ii) who cannot deliver their Initial Notes (or a
confirmation of book-entry transfer of Initial Notes into the Exchange Agent's
account at DTC), the Letter of Transmittal or any other required documents to
the Exchange Agent prior to the Expiration Date or (iii) who cannot complete the
procedure for book-entry transfer on a timely basis, may effect a tender if:
 
     - the tender is made by or through an Eligible Institution;
 
     - prior to the Expiration Date, the Exchange Agent receives from such
       Eligible Institution a properly completed and duly executed Notice of
       Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
       setting forth the name and address of the holder of such Initial Notes
       and the principal amount of Initial Notes tendered, stating that the
       tender is being made thereby and guaranteeing that, within three (3) New
       York Stock Exchange, Inc. trading days after the Expiration Date, a duly
       executed Letter of Transmittal (or facsimile thereof) together with the
       Initial Notes (or a confirmation of book-entry transfer of such Initial
       Notes into the Exchange Agent's account at DTC), and any other documents
       required by the Letter of Transmittal and the instructions thereto, will
       be deposited by such Eligible Institution with the Exchange Agent; and
 
     - such properly completed and executed Letter of Transmittal (or facsimile
       thereof), and all tendered Initial Notes in proper form for transfer (or
       a confirmation of book-entry transfer of such Initial Notes into the
       Exchange Agent's account at DTC) and all other documents required by the
       Letter of Transmittal are received by the Exchange Agent within three (3)
       New York Stock Exchange, Inc. trading days after the Expiration Date.
 
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be sent
to holders who wish to tender their Initial Notes according to the guaranteed
delivery procedures set forth above.
 
WITHDRAWAL OF TENDERS
 
Except as otherwise provided herein, tenders of Initial Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date.
 
To withdraw a tender of Initial Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth herein prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having deposited the Initial Notes to be withdrawn (the "Depositor"),
(ii) identify the Initial Notes to be withdrawn (including the certificate
number or numbers and principal amount of such Initial Notes), (iii) be signed
by the holder in the same manner as the original signature on the Letter of
Transmittal by which such Initial Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the Trustee with respect to the Initial Notes register the transfer of such
Initial Notes into the name of the person withdrawing the tender and (iv)
specify the name in which any
 
                                       32
   36
 
such Initial Notes are to be registered, if different from that of the
Depositor. If the Initial Notes have been delivered pursuant to the book-entry
procedure set forth above under "-- Procedures for Tendering," any notice of
withdrawal must specify the name and number of the participant's account at DTC
to be credited with the withdrawn Initial Notes. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by us in our sole discretion, which determination shall be final
and binding on all parties. Any Initial Notes so withdrawn will be deemed not to
have been validly tendered for purposes of the Exchange Offer and no Exchange
Notes will be issued with respect thereto unless the Initial Notes so withdrawn
are validly retendered. Properly withdrawn Initial Notes may be retendered by
following one of the procedures described above under "-- Procedures for
Tendering" at any time prior to the Expiration Date.
 
Any Initial Notes which are tendered but which are not accepted due to
withdrawal, rejection of tender or termination of the Exchange Offer will be
returned as soon as practicable to the holder thereof without cost to such
holder (or, in the case of Initial Notes tendered by book-entry transfer into
the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the
book-entry transfer procedures described above, such Initial Notes will be
credited to an account maintained with such Book-Entry Transfer Facility for the
Initial Notes).
 
CONDITIONS
 
Notwithstanding any other term of the Exchange Offer, we are not required to
accept for exchange any Initial Notes, and may terminate the Exchange Offer as
provided herein before the acceptance of such Initial Notes, if:
 
     - any action or proceeding is instituted or threatened in any court or by
       or before any governmental agency with respect to the Exchange Offer
       which, in our reasonable judgment, might materially impair our ability to
       proceed with the Exchange Offer or materially impair the contemplated
       benefits of the Exchange Offer to us, or any material adverse development
       has occurred in any existing action or proceeding with respect to us or
       any of our subsidiaries, or
 
     - any change, or any development involving a prospective change, in our
       business or financial affairs or the business or financial affairs of any
       of our subsidiaries has occurred which, in our reasonable judgment, might
       materially impair our ability to proceed with the Exchange Offer or
       materially impair the contemplated benefits of the Exchange Offer to us;
       or
 
     - any law, statute, rule or regulation is proposed, adopted or enacted,
       which, in our reasonable judgment, might materially impair our ability to
       proceed with the Exchange Offer or materially impair the contemplated
       benefits of the Exchange Offer to us; or
 
     - there shall have occurred (i) any general suspension of trading in, or
       general limitation on prices for, securities on the New York Stock
       Exchange, (ii) a declaration of a banking moratorium or any suspension of
       payments in respect of banks in the United States or any limitation by
       any governmental agency or authority that adversely affects the extension
       of credit to us or (iii) a commencement of war, armed hostilities or
       other similar international calamity directly or indirectly involving the
       United States; or, in the case any of the foregoing exists at the time of
       commencement of the Exchange Offer, a material acceleration or worsening
       thereof; or
 
     - any governmental approval has not been obtained, which approval we shall
       in our reasonable judgment, deem necessary, for the consummation of the
       Exchange Offer as contemplated hereby.
 
The foregoing conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any such condition or may be
waived by us in whole or in part at any
                                       33
   37
 
time and from time to time in our reasonable discretion. Our failure at any time
to exercise any of the foregoing rights shall not be deemed a waiver of such
right and each such right shall be deemed an ongoing right which may be asserted
at any time and from time to time.
 
If we determine in our reasonable judgment that any of the conditions are not
satisfied, we may (i) refuse to accept any Initial Notes and return all tendered
Initial Notes to the tendering Holders (or, in the case of Initial Notes
delivered by book-entry transfer within DTC, credit such Initial Notes to the
account maintained within DTC by the participant in DTC which delivered such
Notes), (ii) extend the Exchange Offer and retain all Initial Notes tendered
prior to the expiration of the Exchange Offer, subject, however, to the rights
of Holders to withdraw such tenders of Initial Notes (see "Withdrawal of
Tenders" above) or (iii) waive such unsatisfied conditions with respect to the
Exchange Offer and accept all properly tendered Initial Notes which have not
been withdrawn. If such waiver constitutes a material change to the Exchange
Offer, we will promptly disclose such waiver by means of a prospectus supplement
that will be distributed to the registered Holders, and we will extend the
Exchange Offer for a period of five to ten business days, depending upon the
significance of the waiver and the manner of disclosure to the registered
Holders, if the Exchange Offer would otherwise expire during such five to ten
business day period.
 
EXCHANGE AGENT
 
The Chase Manhattan Bank, the Trustee under the Indenture, has been appointed as
Exchange Agent for the Exchange Offer. Questions and requests for assistance and
inquiries for additional copies of this Prospectus or of the Letter of
Transmittal should be directed to the Exchange Agent addressed as follows:
 
                            THE CHASE MANHATTAN BANK
 
                                          
    By Mail, Hand or Overnight Delivery:            Facsimile Transmission Number:
              55 Water Street                               (212) 638-7375
          Room 234, North Building                        or (212) 344-9367
             New York, NY 10041                    (FOR ELIGIBLE INSTITUTIONS ONLY)
         Attention: Carlos Esteves                       Confirm by Telephone
 (IF BY MAIL, REGISTERED OR CERTIFIED MAIL                  (212) 638-0828
                RECOMMENDED)


 
DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.
 
FEES AND EXPENSES
 
We will pay expenses of soliciting tenders. The principal solicitation is being
made by mail; however, additional solicitation may be made by facsimile,
telephone or in person by our officers and regular employees.
 
We have not retained any dealer-manager in connection with the Exchange Offer
and will not make any payments to brokers, dealers or others soliciting
acceptance of the Exchange Offer. We will, however, pay the Exchange Agent
reasonable and customary fees for services and will reimburse it for its
reasonable out-of-pocket expenses in connection therewith and will pay the
reasonable fees and expenses of one firm acting as counsel for the holders of
Initial Notes should such holders deem it advisable to appoint such counsel.
 
                                       34
   38
 
We will pay the cash expenses to be incurred in connection with the Exchange
Offer. Such expenses include fees and expenses of the Exchange Agent and
Trustee, accounting and legal fees and printing costs, among others.
 
TRANSFER TAXES
 
We will pay all transfer taxes, if any, applicable to the exchange of Initial
Notes pursuant to the Exchange Offer. If, however, Exchange Notes or Initial
Notes for principal amounts not tendered or accepted for exchange are to be
registered, or are to be issued in the name of, or delivered to, any person
other than the registered holder, or if tendered Initial Notes are registered in
the name of any person other than the person signing the Letter of Transmittal,
or if a transfer tax is imposed for any reason other than the exchange of
Initial Notes pursuant to the Exchange Offer, then the amount of any such
transfer taxes (whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
 
ACCOUNTING TREATMENT
 
The Exchange Notes will be recorded at the same carrying value as the Initial
Notes on the date of the exchange. Accordingly, we will recognize no gain or
loss for accounting purposes. The expenses of the Exchange Offer and the
unamortized expenses relating to the issuance of the Initial Notes will be
amortized over the term of the Exchange Notes.
 
                                       35
   39
 
                       SELECTED HISTORICAL FINANCIAL DATA
 
USAi
 
The following table sets forth selected historical financial data of USAi for
(i) each of the years in the three-year period ended August 31, 1995, (ii) the
four month period ended December 31, 1995 and (iii) each of the years in the two
year-period ended December 31, 1997, each of which was derived from the USAi's
audited consolidated financial statements and reflects the operations and
financial position of the USAi at the dates and for the periods indicated. Also
set forth below is selected historical financial data of USAi for the nine
months ended September 30, 1998, which was derived from USAi's unaudited
consolidated condensed financial statements, which, in the opinion of management
of USAi, have been prepared on the same basis as the audited consolidated
financial statements and include all adjustments (consisting of normal and
recurring adjustments and accruals) necessary for a fair presentation of such
information. Results for the nine months ended September 30, 1998 are not
necessarily indicative of results for any interim period or the entire year. The
information in this table should be read in conjunction with the financial
statements and accompanying notes and other financial data included elsewhere,
or incorporated by reference, in this Prospectus.
 


                                             YEARS ENDED             FOUR MONTHS          YEARS ENDED            NINE MONTHS
                                              AUGUST 31,                ENDED            DECEMBER 31,               ENDED
                                    ------------------------------   DECEMBER 31,   -----------------------     SEPTEMBER 30,
                                      1993       1994       1995         1995       1996(1)(2)    1997(2)          1998(3)
                                    --------   --------   --------   ------------   ----------   ----------   -----------------
                                                           (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                         
STATEMENTS OF OPERATIONS DATA:
Net revenues......................  $ 46,136   $ 46,563   $ 47,918     $ 15,980     $   75,172   $1,261,749      $ 1,867,017
Operating profit (loss)...........     5,705      8,111      8,236         (680)         3,612       94,519          160,246
Earnings (loss) before cumulative
  effect of change in accounting
  principle(4)(5).................    (6,386)      (899)       115       (2,882)        (6,539)      13,061           26,041
Net earnings (loss)(5)............    (6,386)    (3,878)       115       (2,882)        (6,539)      13,061           26,041
Basic earnings(loss) per common
  share(6):
  Earnings (loss) before
    cumulative effect of change in
    accounting principle..........      (.36)      (.05)       .01         (.15)          (.30)         .12              .19
  Net earnings (loss).............      (.36)      (.22)       .01         (.15)          (.30)         .12              .19
Diluted earnings (loss) per common
  share(6):
  Earnings (loss) before
    cumulative effect of change in
    accounting principle..........      (.36)      (.05)       .01         (.15)          (.30)         .12              .14
  Net earnings (loss).............      (.36)      (.22)       .01         (.15)          (.30)         .12              .14
BALANCE SHEET DATA (END OF PERIOD):
Working capital (deficit).........  $  4,423   $  1,553   $  6,042     $  7,553     $  (24,444)  $   60,941      $    14,427
Total assets......................   153,718    145,488    142,917      136,670      2,116,232    2,670,796        8,266,957
Long-term obligations, net of
  current maturities..............   128,210    114,525     97,937       95,980        271,430      448,346          748,101
Minority interest.................        --         --         --           --        356,136      372,223        3,589,338
Stockholders' equity..............     6,396      2,614      9,278        7,471      1,158,749    1,447,354        2,456,764

 
                                       36
   40
 


                                             YEARS ENDED             FOUR MONTHS          YEARS ENDED            NINE MONTHS
                                              AUGUST 31,                ENDED            DECEMBER 31,               ENDED
                                    ------------------------------   DECEMBER 31,   -----------------------     SEPTEMBER 30,
                                      1993       1994       1995         1995       1996(1)(2)    1997(2)          1998(3)
                                    --------   --------   --------   ------------   ----------   ----------   -----------------
                                                           (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                         
OTHER DATA:
Net cash provided by (used in):
  Operating activities............  $ 12,605   $ 15,088   $ 17,442     $  2,582     $   11,968   $   47,673      $   146,731
  Investing activities............    (5,757)      (908)    (1,696)         249         (2,622)     (82,293)      (1,148,859)
  Financing activities............     2,761    (11,997)    (5,576)      (5,901)        14,120      108,050        1,180,046
EBITDA(7).........................    23,554     23,111     22,910        4,021         19,098      191,543          323,958
Ratio of earnings to fixed
  charges(8)......................      0.57x      1.05x      1.11x        0.13x          0.64x        2.81x            2.55x

 
- -------------------------
 
(1) The consolidated statement of operations data include the operations of
    Savoy and Holdco since their acquisition by USAi on December 19, 1996 and
    December 20, 1996, respectively. Prior to the Universal Transaction, the
    assets of Holdco consisted principally of the HSN Services.
 
(2) The consolidated statement of operations data include the operations of
    Ticketmaster since the acquisition by USAi of its controlling interest in
    Ticketmaster on July 17, 1997.
 
(3) The consolidated statement of operations data include the operations of
    Networks and Studios USA since their acquisition by USAi from Universal on
    February 12, 1998.
 
(4) In fiscal 1993, the USA Station Group was charged interest expense on the
    note payable to HSN Capital Corporation (presently HSN Capital LLC), then a
    wholly owned subsidiary of Holdco, at a rate of 9.5% per annum. In fiscal
    1994, USAi paid interest to HSN Capital Corporation until August 1, 1994
    when USAi repaid the long-term obligation to HSN Capital Corporation.
 
(5) Net earnings for the nine months ended September 30, 1998 includes a pre-tax
    gain of $74.9 million related to USAi's sale of its Baltimore television
    station during the first quarter of 1998. In fiscal 1994, USAi adopted
    Statement of Financial Accounting Standards No. 109 "Accounting for Income
    Taxes." The cumulative effect of the accounting change resulted in a charge
    of approximately $3.0 million. Prior years' financial statements were not
    restated.
 
(6) Earnings (loss) per common share data and shares outstanding retroactively
    reflect the impact of two-for-one Common Stock and Class B Common Stock
    splits paid on March 26, 1998.
 
(7) EBITDA is defined as net income plus (i) extraordinary items and cumulative
    effect of accounting changes, (ii) provision for income taxes, (iii)
    interest expense (iv) depreciation and amortization and (v) minority
    interest. EBITDA is presented here because we believe it is a widely
    accepted indicator of a company's ability to service debt as well as a
    valuation methodology for companies in the media, entertainment and
    communications industries. EBITDA should not be considered in isolation or
    as a substitute for measures of financial performance or liquidity prepared
    in accordance with generally accepted accounting principles. EBITDA as
    calculated by us may not be comparable to calculations of similarly titled
    measures presented by other companies.
 
(8) For purposes of calculating the ratio of earnings to fixed charges, earnings
    were calculated by adding (i) earnings (loss) before minority interest and
    income taxes, (ii) interest expense, including the portion of rents
    representative of an interest factor and (iii) the amount of undistributed
    losses of USAi's less than 50%-owned companies. Fixed charges consist of
    interest expense and the portions of rents representative of an interest
    factor.
 
                                       37
   41
 
HOLDCO AND USANi LLC
 
The following tables set forth selected historical financial data of Holdco and
its predecessor company and USANi LLC and its predecessor company, respectively
(see Notes (1) and (2) below), for each of the years in the five year period
ended December 31, 1997, which were derived from audited consolidated financial
statements of Holdco and USANi LLC or their respective predecessors, and reflect
the operations and financial position of Holdco and USANi LLC or their
respective predecessors, as applicable, at the dates and for the periods
indicated. Also set forth below is selected historical financial data of Holdco
and USANi LLC for the nine months ended September 30, 1998 was derived from the
unaudited consolidated financial statements of Holdco and USANi LLC,
respectively, which, in the opinion of their management, has been prepared on
the same basis as the audited consolidated financial statements and include all
adjustments (consisting of normal and recurring adjustments and accruals)
necessary for a fair presentation of such information. Results for the nine
months ended September 30, 1998 are not necessarily indicative of results for
any interim period or the entire year. The information in this table should be
read in conjunction with the financial statements and accompanying notes and
other financial data included elsewhere, or incorporated by reference, in this
Prospectus.
 
HOLDCO
 


                                              PREDECESSOR COMPANY                            HOLDCO
                                 ---------------------------------------------   ------------------------------
                                                  YEARS ENDED DECEMBER 31,                    NINE MONTHS ENDED
                                 ----------------------------------------------------------     SEPTEMBER 30,
                                 1993(1)     1994(1)     1995(1)    1996(1)(2)    1997(2)       1998(2)(3)(8)
                                 --------   ----------   --------   ----------   ----------   -----------------
                                                             (DOLLARS IN THOUSANDS)
                                                                            
STATEMENTS OF OPERATIONS DATA:
Net revenues...................  $954,369   $1,014,981   $919,796   $1,014,705   $1,037,060      $1,548,189
Operating profit (loss)........    (6,949)      26,879    (80,280)      41,186       61,142         147,872
Earnings (loss) before
  extraordinary item (4)(5)....   (15,539)      17,701    (61,883)      20,620       13,809          (3,193)
Net earnings (loss)(4).........   (22,781)      16,777    (61,883)      20,620       13,809          (3,193)
BALANCE SHEET DATA (END OF
  PERIOD):
Working capital................  $  8,053   $   23,073   $  7,571   $    3,148   $   43,869          71,150
Total assets...................   501,143      446,499    436,295    1,645,108    1,663,508       6,916,429
Long-term obligations, net of
  current maturities...........    86,927       27,491    135,810      107,567      106,628         704,266
Minority interest..............        --           --         --           --           --       3,770,146
Stockholders' equity...........   196,554      206,443    125,061    1,289,463    1,304,404       1,308,687
OTHER DATA:
Net cash provided by (used in):
 Operating activities..........  $ 55,000   $  (27,871)  $(74,474)  $   23,123   $   34,068         120,720
 Investing activities..........   (14,200)     107,421     (8,406)     (10,733)     (49,791)     (1,379,163)
 Financing activities..........   (24,655)     (81,468)    74,396      (21,280)      22,471       1,360,666
EBITDA(6)......................    17,223       55,945    (41,426)      74,669      126,294         273,824
Ratio of earnings to fixed
  charges (deficiency)(9)(10)..  $  (19.0)        4.00x  $  (94.9)        3.66x        5.19x           2.51x

 
                                       38
   42
 
USANi LLC
 


                                                HOLDCO (PREDECESSOR COMPANY)                      USANi LLC
                                 ----------------------------------------------------------   -----------------
                                                  YEARS ENDED DECEMBER 31,                    NINE MONTHS ENDED
                                 ----------------------------------------------------------     SEPTEMBER 30,
                                 1993(1)     1994(1)     1995(1)    1996(1)(2)    1997(2)       1998(2)(3)(8)
                                 --------   ----------   --------   ----------   ----------   -----------------
                                                             (DOLLARS IN THOUSANDS)
                                                                            
STATEMENTS OF OPERATIONS DATA:
Net revenues...................  $954,369   $1,014,981   $919,796   $1,014,705   $1,037,060      $1,548,189
Operating profit (loss)........    (6,949)      26,879    (80,280)      41,186       61,142         147,872
Earnings (loss) before
  extraordinary item (4)(5)....   (15,539)      17,701    (61,883)      20,621       16,255          62,186
Net earnings (loss)(4).........   (22,781)      16,777    (61,883)      20,621       16,255          62,186
BALANCE SHEET DATA(END OF
  PERIOD):
Working capital................  $  8,053   $   23,073   $  7,571   $    3,398   $   41,321      $   90,062
Total assets...................   501,143      446,499    436,295    1,636,380    1,653,875       6,907,543
Long-term obligations, net of
  current maturities...........    86,927       27,491    135,810           --           --         704,266
Members' equity(7).............   196,554      206,443    125,061    1,390,975    1,408,362       5,093,010
OTHER DATA:
Net cash provided by (used in):
 Operating activities..........  $ 55,000   $  (27,871)  $(74,474)  $   23,123   $   40,237         120,720
 Investing activities..........   (14,200)     107,421     (8,406)     (10,733)     (49,791)     (1,379,163)
 Financing activities..........   (24,655)     (81,468)    74,396      (21,280)      16,302       1,360,666
EBITDA(6)......................    17,223       55,945    (41,426)      74,669      126,294         273,824
Ratio of earnings to fixed
  charges
  (deficiency)(9)(10)..........  $  (19.0)        4.00x  $  (94.9)        3.66x        8.78x           2.01x

 
- -------------------------
 
 (1) The years ended December 31, 1993, 1994, 1995 and 1996 represent the
     consolidated results of the predecessor to Holdco or USANi LLC on a
     historical basis. On December 20, 1996, Holdco was merged into a subsidiary
     of USAi. The transaction was accounted for by USAi using the purchase
     method of accounting. The assets and liabilities of Holdco were adjusted as
     of December 31, 1996 to reflect their respective fair values and the excess
     of the purchase price, including expenses, over the fair value of
     identifiable net assets, was assigned to goodwill. For the period from
     December 20, 1996 to December 31, 1996, Holdco and USANi LLC's results of
     operations were net revenues of $30.6 million and net earnings of $.3
     million.
 
 (2) Prior to the Universal Transaction, the assets of Holdco consisted
     principally of the HSN Services. The contribution of assets by the Company
     and Holdco to USANi LLC was accounted for as a merger of entities under
     common control, similar to the pooling-of-interests method of accounting
     for business combinations. Accordingly, the inception date of USANi LLC for
     accounting purposes is considered December 31, 1996 (the date of the Home
     Shopping Merger) for accounting purposes and the assets and liabilities
     were transferred to USANi LLC at USAi's historical cost.
 
 (3) The consolidated statement of operations data includes Networks and Studios
     USA since their acquisition by USANi LLC on February 12, 1998.
 
 (4) USANi LLC is not subject to federal and state income tax since its
     formation on February 12, 1998. Net earnings (loss) for USANi LLC's
     predecessor, Holdco, for the years ended December 31, 1993, 1994, 1995,
     1996 and 1997 and for the nine months ended September 30, 1998 include
     income tax expense
 
                                       39
   43
     (benefit) of ($4.0) million, $12.8 million, ($33.3) million, $12.6 million,
     $30.3 million and $1.9 million, respectively.
 
 (5) Net earnings (loss) for the years ended December 31, 1993 and 1994 include
     a loss of $7.2 million and $0.9 million (net of tax benefit of $4.4 million
     and $0.6 million), respectively, on early extinguishment of long-term
     obligations. The loss is presented as an extraordinary item in the
     consolidated statements of operations.
 
 (6) EBITDA is defined as net income plus (i) extraordinary items and cumulative
     effect of accounting changes, (ii) provision for income taxes, (iii)
     interest expense, (iv) depreciation and amortization and (v) minority
     interest. EBITDA is presented here because we believe it is a widely
     accepted indicator of a company's ability to service debt as well as a
     valuation methodology for companies in the media, entertainment and
     communications industries. EBITDA should not be considered in isolation or
     as a substitute for measures of financial performance or liquidity prepared
     in accordance with generally accepted accounting principles. EBITDA as
     calculated by us may not be comparable to calculations of similarly titled
     measures presented by other companies.
 
 (7) Given that equity interests in limited liability companies are not in the
     form of common stock and the change in capitalization from the predecessor
     companies, earnings per share data is not presented for USANi LLC. Earnings
     per share data for Holdco is not meaningful.
 
 (8) Includes the results of the predecessor company for the period January 1,
     1998 to February 12, 1998.
 
 (9) For purposes of calculating the ratio of earnings to fixed charges,
     earnings were calculated by adding (i) earnings (loss) before minority
     interest and income taxes, (ii) interest expense, including the portion of
     rents representative of an interest factor, and (iii) the amount of USANi
     LLC's undistributed losses of less than 50%-owned companies. Fixed charges
     consist of interest expense and the portions of rents representative of an
     interest factor.
 
(10) For the periods in which earnings before fixed charges were insufficient to
     cover fixed charges, the dollar amount of coverage deficiency (in millions)
     is presented.
 
                                       40
   44
 
                   SELECTED PRO FORMA COMBINED FINANCIAL DATA
 
USAi
 
The following table presents selected pro forma combined financial data of USAi
("USAi Pro Forma Financial Data") for the periods indicated. USAi Pro Forma
Financial Data has been prepared to give effect to the Transactions. The
unaudited pro forma combined balance sheet data as of September 30, 1998 has
been prepared to give effect to the Offering and the Exchange Offer. The
unaudited pro forma combined statement of operations data for the year ended
December 31, 1997 and the nine months ended September 30, 1998 give effect to
the Transactions as if they had all occurred on January 1, 1997 and 1998,
respectively.
 
USAi Pro Forma Financial Data does not purport to represent what USAi's results
would have been if the Transactions had occurred on the dates or for the periods
indicated, or to project what USAi's results of operations or financial position
for any future period or date will be. USAi Pro Forma Financial Data should be
read in conjunction with the financial statements and accompanying notes and
other financial data included elsewhere, or incorporated by reference, in this
Prospectus.
 


                                                       FISCAL YEAR ENDED    NINE MONTHS ENDED
                                                         DECEMBER 31,         SEPTEMBER 30,
                                                             1997                 1998
                                                       -----------------    -----------------
                                                               (DOLLARS IN THOUSANDS)
                                                                    (UNAUDITED)
                                                                      
STATEMENT OF OPERATIONS DATA(1):
Net revenues:
  Networks and Television Production.................     $1,107,604           $  914,669
  Electronic Retailing...............................      1,024,249              776,418
  Ticketing Operations...............................        361,697              283,538
  Internet Services..................................         18,995               25,784
  Broadcasting and Other.............................         15,377                8,161
                                                          ----------           ----------
     Total...........................................      2,527,922            2,008,570
Operating costs and expenses:
  Cost related to revenues...........................      1,315,295            1,040,377
  Other costs and expenses...........................        798,087              633,697
  Depreciation and amortization......................        277,623              209,387
                                                          ----------           ----------
     Total operating costs and expenses..............      2,391,005            1,883,461
Operating profit.....................................        136,917              125,109
Net loss.............................................        (77,443)              (6,273)
Basic loss per share.................................          (0.55)               (0.04)
Diluted loss per share...............................          (0.55)               (0.04)
OTHER DATA:
EBITDA(2)............................................     $  414,540           $  334,496
Ratio of earnings to fixed charges(3)................                                2.45x
Ratio of total debt to EBITDA(4).....................                                1.75x

 
                                       41
   45
 


                                                                AS OF SEPTEMBER 30, 1998
                                                              ----------------------------
                                                                ACTUAL      AS ADJUSTED(5)
                                                              ----------    --------------
                                                                     (IN THOUSANDS)
                                                                      (UNAUDITED)
                                                                      
BALANCE SHEET DATA(1):
Working capital.............................................  $   14,427      $    7,927
Total assets................................................   8,266,957       8,262,057
Existing Credit Agreement, including current maturities.....     750,000         250,000
Senior Notes due 2005.......................................          --         500,000
Discount on face value of Notes.............................          --          (2,400)
Other long-term obligations, including current maturities...      66,665          64,265
Minority interest...........................................   3,589,338       3,589,338
Stockholders' equity........................................   2,456,764       2,454,264

 
- -------------------------
 
(1) Assumes proceeds of the Offering were used to repay outstanding debt at the
    date or as of the beginning of the period indicated.
 
(2) EBITDA is defined as net income plus (i) extraordinary items and cumulative
    effect of accounting changes, (ii) provision for income taxes, (iii)
    interest expense (iv) depreciation and amortization and (v) minority
    interest. EBITDA is presented here because we believe it is a widely
    accepted indicator of a company's ability to service debt as well as a
    valuation methodology for companies in the media, entertainment and
    communications industries. EBITDA should not be considered in isolation or
    as a substitute for measures of financial performance or liquidity prepared
    in accordance with generally accepted accounting principles. EBITDA as
    calculated by us may not be comparable to calculations of similarly titled
    measures presented by other companies.
 
(3) For purposes of this pro forma calculation, earnings were calculated by
    adding (i) earnings (loss) before minority interest and income taxes, (ii)
    interest expense, including the portion of rents representative of an
    interest factor and (iii) the amount of undistributed losses of the
    Company's less than 50%-owned companies. Fixed charges consist of interest
    expense and the portions of rents representative of an interest factor.
    Amounts computed give effect to the Notes Offering as if it had occurred on
    January 1, 1997. For periods in which earnings before fixed charges were
    insufficient to cover fixed charges, the dollar amount of the coverage
    deficiency (in millions) is presented.
 
(4) For the purposes of this calculation, total debt is adjusted to reflect the
    Offering. EBITDA is based on the pro forma results of operations for the
    twelve months period ended September 30, 1998.
 
(5) Amount reduced by cash needed in excess of the net proceeds of the Offering
    to repay $500 million of the Tranche A Term Loan. In connection with the
    repayment, $2.5 million of deferred costs were written-off.
 
HOLDCO AND USANi LLC
 
The following tables present selected pro forma combined financial data of
Holdco and USANi LLC, respectively ("Holdco and USANi LLC Pro Forma Financial
Data"), for the periods indicated. The Holdco and USANi Pro Forma Financial Data
has been prepared to give effect to the Offering and the Exchange Offer, and the
Universal Transaction. The unaudited pro forma combined balance sheet
 
                                       42
   46
 
data as of September 30, 1998 has been prepared to give effect to the Offering
and the Exchange Offer as if they had all occurred on September 30, 1998. The
unaudited pro forma combined statement of operations data for the year ended
December 31, 1997 and the nine months ended September 30, 1998 give effect to
the Offering and the Universal Transaction as if they had all occurred on
January 1, 1997 and 1998, respectively.
 
The Holdco and USANi LLC Pro Forma Financial Data does not purport to represent
what Holdco or USANi LLC's results would have been if the Offering and the
Universal Transaction had occurred on the dates or for the periods indicated, or
to project what Holdco's results of operations or financial position for any
future period or date will be. The Holdco and USANi LLC Pro Forma Financial Data
should be read in conjunction with the financial statements and accompanying
notes and other financial data included elsewhere in this Prospectus.
 
HOLDCO
 


                                                      FISCAL YEAR ENDED    NINE MONTHS ENDED
                                                        DECEMBER 31,         SEPTEMBER 30,
                                                            1997                  1998
                                                      -----------------    ------------------
                                                              (DOLLARS IN THOUSANDS)
                                                                    (UNAUDITED)
                                                                     
STATEMENT OF OPERATIONS DATA(1):
Net revenues:
  Networks and Television Production................     $1,107,604            $  914,669
  Electronic Retailing..............................      1,024,249               776,417
  Internet Services.................................         12,811                14,467
                                                         ----------            ----------
     Total..........................................      2,144,664             1,705,553
Operating costs and expenses:
  Costs related to revenues.........................      1,267,478               978,661
  Other costs and expenses..........................        512,712               412,159
  Depreciation and amortization.....................        180,513               139,721
                                                         ----------            ----------
     Total operating costs and expenses.............      1,960,703             1,530,541
  Operating profit..................................        183,961               175,012
  Net loss..........................................        (27,878)                  (30)
OTHER DATA:
EBITDA(2)...........................................        364,474               314,733
Ratio of earnings to fixed charges(3)...............                                 1.99x
Ratio of total debt to EBITDA(4)....................                                 1.65x

 
                                       43
   47
 


                                                              AS OF SEPTEMBER 30, 1998
                                                              -------------------------
                                                                                AS
                                                                ACTUAL      ADJUSTED(5)
                                                              ----------    -----------
                                                               (DOLLARS IN THOUSANDS)
                                                                     (UNAUDITED)
                                                                      
BALANCE SHEET DATA:
Working capital.............................................  $   71,150    $   64,650
Total assets................................................   6,916,429     6,911,529
Existing Credit Agreement, including current maturities.....     750,000       250,000
Senior Notes due 2005.......................................          --       500,000
Discount on face value of Notes.............................          --        (2,400)
Other long-term obligations, including current maturities...      14,607        12,207
Minority interest...........................................   3,770,146     3,770,146
Stockholders' equity........................................   1,308,687     1,306,187

 
USANi LLC
 


                                                       FISCAL YEAR ENDED    NINE MONTHS ENDED
                                                         DECEMBER 31,         SEPTEMBER 30,
                                                             1997                 1998
                                                       -----------------    -----------------
                                                               (DOLLARS IN THOUSANDS)
                                                                    (UNAUDITED)
                                                                      
STATEMENT OF OPERATIONS DATA(1):
Net revenues:
  Networks and Television Production.................     $1,107,604           $  914,669
  Electronic Retailing...............................      1,024,249              776,417
  Internet Services..................................         12,811               14,467
                                                          ----------           ----------
                                                           2,144,664            1,705,553
Operating costs and expenses:
  Costs related to revenues..........................      1,267,478              978,661
  Other costs and expenses...........................        512,712              412,159
  Depreciation and amortization......................        180,513              139,721
                                                          ----------           ----------
     Total operating costs and expenses..............      1,960,703            1,530,541
                                                          ----------           ----------
     Operating profit................................        183,961              175,012
     Net earnings....................................         65,648               78,383
OTHER DATA:
EBITDA(2)............................................     $  364,474           $  314,733
Ratio of earnings to fixed charges(3)................                                2.16x
Ratio of total debt to EBITDA(4).....................                                1.65x

 
                                       44
   48
 


                                                                AS OF SEPTEMBER 30, 1998
                                                              ----------------------------
                                                                ACTUAL      AS ADJUSTED(5)
                                                              ----------    --------------
                                                                 (DOLLARS IN THOUSANDS)
                                                                      (UNAUDITED)
                                                                      
BALANCE SHEET DATA(1):
Working capital.............................................  $   90,062      $   83,562
Total assets................................................   6,907,543       6,902,643
Existing Credit Agreement, including current maturities.....     750,000         250,000
Senior Notes due 2005.......................................          --         500,000
Discount on face value of Notes.............................          --          (2,400)
Other long-term obligations, including current maturities...      14,607          12,207
Members' equity.............................................   5,093,010       5,090,510

 
- -------------------------
 
(1) Assumes proceeds of the Offering were used to repay outstanding debt at the
    date or as of the beginning of the period indicated.
 
(2) EBITDA is defined as net income plus (i) extraordinary items and cumulative
    effect of accounting changes, (ii) provision for income taxes, (iii)
    interest expense, (iv) depreciation and amortization and (v) minority
    interest. EBITDA is presented here because we believe it is a widely
    accepted indicator of a company's ability to service debt as well as a
    valuation methodology for companies in the media, entertainment and
    communications industries. EBITDA should not be considered in isolation or
    as a substitute for measures of financial performance or liquidity prepared
    in accordance with generally accepted accounting principles. EBITDA as
    calculated by us may not be comparable to calculations of similarly titled
    measures presented by other companies.
 
(3) For purposes of this pro forma calculation, earnings were calculated by
    adding (i) earnings (loss) before minority interest and income taxes, (ii)
    interest expense, including the portion of rents representative of an
    interest factor and (iii) the amount of undistributed losses of the
    Company's less than 50%-owned companies. Fixed charges consist of interest
    expense and the portions of rents representative of an interest factor.
    Amounts computed give effect to the Notes Offering as if it had occurred on
    January 1, 1997. For periods in which earnings before fixed charges were
    insufficient to cover fixed charges, the dollar amount of the coverage
    deficiency (in millions) is presented.
 
(4) For the purposes of this calculation, total debt is adjusted to reflect the
    Offering. EBITDA is based on the proforma results of operations for the nine
    months period ended September 30, 1998.
 
(5) Amount reduced by the amount of cash needed in excess of the net proceeds of
    the Offering to repay $500 million of the Tranche A Term Loan. In connection
    with the repayment, $2.5 million of deferred costs were written off.
 
                                       45
   49
 
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULT OF OPERATIONS
 
GENERAL
 
USA Networks, Inc., formerly known as HSN, Inc., is a holding company, the
subsidiaries of which are engaged in diversified media and electronic commerce
businesses. USANi LLC is a holding company that holds virtually all the
Company's businesses other than Ticketmaster, Ticketmaster Online-CitySearch and
USA Broadcasting. Holdco is a holding company whose only asset is its 38.8%
ownership in USANi LLC. The Company adopted its present corporate structure in
connection with the Universal Transaction. The Company maintains control and
management of Holdco and USANi LLC, and the businesses held by USANi LLC are
managed by the Company, in substantially the same manner as they would be if the
Company held them directly through wholly owned subsidiaries.
 
In December 1996, the Company consummated mergers with each of Holdco (the "Home
Shopping Merger") and Savoy Pictures Entertainment, Inc. ("Savoy") (the "Savoy
Merger" and, together with the Home Shopping Merger, the "Mergers"). At the time
of the Home Shopping Merger, Holdco owned and operated the Home Shopping Network
electronic retailing business. In July 1997, the Company acquired a controlling
interest in Ticketmaster. On June 24, 1998, the Company completed its
acquisition of Ticketmaster in a tax-free merger (the "Ticketmaster Merger"),
pursuant to which each outstanding share of Ticketmaster common stock not owned
by the Company was exchanged for 1.126 shares of Common Stock. The acquisition
of the controlling interest and the tax-free merger are referred to as the
"Ticketmaster Transaction."
 
On February 12, 1998, pursuant to the Universal Transaction, the Company
acquired USA Networks, a New York general partnership, consisting of cable
television networks USA Network and The Sci-Fi Channel, as well as the domestic
television production and distribution businesses of Universal Studios from
Universal, and the Company changed its name to USA Networks, Inc.
 
As of December 31, 1998, the Company engaged in five principal areas of
business:
 
- - NETWORKS AND TELEVISION PRODUCTION, which includes Networks and Studios USA.
  Networks operates the USA Network and The Sci-Fi Channel cable television
  networks and Studios USA produces and distributes television programming.
 
- - ELECTRONIC RETAILING, which consists primarily of the Home Shopping Network
  and America's Store, which are engaged in the electronic retailing business.
 
- - TICKETING OPERATIONS, which primarily represents Ticketmaster, the leading
  provider of automated ticketing services in the United States, and
  Ticketmaster Online, Ticketmaster's exclusive agent for online ticket sales.
 
- - TELEVISION BROADCASTING, which includes television stations.
 
- - INTERNET SERVICES, which represents the Company's online retailing networks
  business and CitySearch online local city guide business.
 
TRANSACTIONS AFFECTING THE COMPARABILITY OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
 
During the past two years, the Company has pursued several strategic initiatives
which have resulted in the acquisition and development of several new
businesses. As a result, the following changes should be considered when
comparing the Company's results of operations and financial position. These
include the acquisition of a controlling interest in Ticketmaster in July 1997
and the
 
                                       46
   50
 
acquisition of Holdco and Savoy in December 1996. The acquisitions caused a
significant increase in net revenues, operating costs and expenses and operating
profit. To enhance comparability, the discussion of consolidated results of
operation is supplemented, where appropriate, with separate pro forma financial
information that gives effect to the above transactions as if they had occurred
at the beginning of the respective periods presented.
 
In February 1998, the Company completed its acquisition of USA Networks and
Studios USA from Universal. In connection with the acquisition, the Company's
credit facility was also refinanced with the Existing Credit Agreement. In March
1998, the Company reached an agreement for a tax-free merger transaction whereby
the Company would acquire the remaining outstanding common stock of
Ticketmaster. The merger was consummated in June 1998. See "-- Financial
Position, Liquidity and Capital Resources" for additional information.
 
In September 1998, the Company merged Ticketmaster Online into a subsidiary of
CitySearch, Inc., a publisher of local city guides on the Web, to create
Ticketmaster Online-CitySearch.
 
The pro forma information is not necessarily indicative of the revenues and cost
of revenues which would have actually been reported had the Ticketmaster
Transaction, the Universal Transaction and the Mergers occurred at the beginning
of the respective periods, nor is it necessarily indicative of future results.
 
Reference should be also be made to the consolidated financial statements and
summary financial data included or incorporated by reference herein.
 
USAi CONSOLIDATED RESULTS OF OPERATIONS
 
QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1998 VS. QUARTER AND NINE MONTHS
ENDED SEPTEMBER 30, 1997
 
The Universal Transaction and the Ticketmaster Transaction resulted in
significant increases in net revenues, operating costs and expenses, other
income (expense), minority interest and income taxes and will continue to
materially impact the Company's operations for the remainder of 1998 when
compared to 1997, and accordingly, no significant discussion of these
fluctuations is presented.
 
Net Revenues
 
For the quarter ended September 30, 1998, revenues increased $314 million
compared to 1997 primarily due to increases of $281 million, $22 million, and
$21 million from the Networks and Television Production business, Ticketing
Operations and Electronic Retailing, respectively.
 
For the nine months ended September 30, 1998, revenues increased $996 million
compared to 1997 primarily due to increases of $757 million, $216 million, and
$24 million from the Networks and Television Production business, Ticketing
Operations and Electronic Retailing, respectively.
 
Operating Costs and Expenses
 
For the quarter ended September 30, 1998, operating expenses increased $287
million compared to 1997 primarily due to increases of $250 million and $24
million from the Networks and Television Production business and Ticketing
Operations, respectively.
 
For the nine months ended September 30, 1998, operating expenses increased $903
million compared to 1997 primarily due to increases of $641 million, $206
million and $64 million from the Networks and Television Production business,
Ticketing Operations and Electronic Retailing, respectively.
 
                                       47
   51
 
Other Income (Expense)
 
For the quarter and nine months ended September 30, 1998, net interest expense
increased $15 million and $65 million, respectively, compared to 1997 primarily
due to interest incurred under the Existing Credit Agreement to finance the
Universal Transaction and non-cash interest expense on long-term program
liabilities at the Networks and Television Production business.
 
On January 20, 1998, the Company sold its Baltimore television station at a gain
of $74.9 million. On July 16, 1998, the Company completed the sale of the assets
of SF Broadcasting for a pre-tax gain of $9.2 million.
 
For the nine months ended September 30, 1998, other expense increased $10
million compared to 1997 primarily due to losses from international joint
ventures of Home Shopping Network and Networks and Television Production
business.
 
Income Taxes
 
The Company's effective tax rate of 48.9% and 51.3% for the quarter and nine
months ended September 30, 1998 was higher than the statutory rate due primarily
to non-deductible goodwill and other acquired intangible and state income taxes.
During the remainder of 1998, the Company's effective tax rate is expected to be
higher than the statutory rate as a result of the items mentioned above and
higher than the first nine months rate because the gain on the sale of the
Baltimore television station in the first quarter had the effect of lowering the
Company's effective tax rate.
 
Minority Interest
 
For the quarter and nine months ended September 30, 1998, minority interest
represented Universal's and Liberty's ownership interest in USANi LLC for the
period February 12 through September 30, 1998, Liberty's ownership interest in
Holdco, Fox Broadcasting Company's 50% ownership interest in SF Broadcasting for
the period January 1 through July 16, 1998 and the public's ownership interest
in Ticketmaster for the period January 1 through June 24, 1998.
 
PRO FORMA QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1998 VS. PRO FORMA
QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1997
 
The following unaudited pro forma operating results of USAi present combined
results of operations as if the Universal Transaction, Ticketmaster Transaction
and the sale of the assets of SF Broadcasting all had occurred on January 1,
1998 and 1997, respectively.
 
As of September 28, 1998, the Company completed the Ticketmaster
Online-CitySearch Transaction. For comparative purposes, the impact of the
Ticketmaster Online-CitySearch Transaction has not been reflected in the
following pro forma presentation of results of operations. During the first nine
months of 1998, CitySearch generated operating losses of $27.3 million and
negative EBITDA of $24.2 million. The operating losses and negative EBITDA are
expected to continue for the foreseeable future.
 
The Unaudited Combined Condensed Pro Forma Statements of Operations of USAi are
presented below for illustrative purposes only and are not necessarily
indicative of the results of operations that would have actually been reported
had any of the transactions occurred as of January 1, 1998 and 1997,
respectively, nor are they necessarily indicative of future results of
operations.
 
                                       48
   52
 
      USAi UNAUDITED COMBINED CONDENSED PRO FORMA STATEMENTS OF OPERATIONS
 


                                                THREE MONTHS ENDED       NINE MONTHS ENDED
                                                   SEPTEMBER 30,           SEPTEMBER 30,
                                                -------------------   -----------------------
                                                  1998       1997        1998         1997
                                                --------   --------   ----------   ----------
                                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                       
NET REVENUES:
Networks and television production............  $281,302   $255,762   $  914,669   $  777,710
Electronic retailing..........................   261,183    236,706      776,418      743,893
Ticketing operations..........................    89,134     91,489      283,538      268,462
Internet services.............................     5,934      3,330       14,467        8,511
Broadcasting and other........................     1,175      6,294        8,161       14,147
                                                --------   --------   ----------   ----------
     Total net revenues.......................   638,728    593,581    1,997,253    1,812,723
Operating costs and expenses:
Cost related to revenues......................   345,882    306,356    1,029,886      936,771
Other costs and expenses......................   183,268    182,153      605,591      563,309
Depreciation and amortization.................    58,168     57,841      177,630      173,880
                                                --------   --------   ----------   ----------
     Total operating costs and expenses.......   587,318    546,350    1,813,107    1,673,960
                                                --------   --------   ----------   ----------
     Operating profit.........................  $ 51,410   $ 47,231      184,146   $  138,763
                                                ========   ========   ==========   ==========
     EBITDA...................................  $109,578   $105,072   $  361,776   $  312,643
                                                ========   ========   ==========   ==========

 
For the quarter ended September 30, 1998, pro forma revenues for the Company
increased $45.1 million, or 7.6%, to $638.7 million from $593.6 million compared
to 1997. For the quarter ended September 30, 1998, pro forma cost related to
revenues and other costs and expenses increased $40.9 million, or 7.5%, to
$587.3 million from $546.4 million compared to 1997.
 
For the nine months ended September 30, 1998, pro forma revenues for the Company
increased $184.5 million, or 10.2%, to $2.0 billion from $1.8 billion compared
to 1997. For the nine months ended September 30, 1998, pro forma cost related to
revenues and other costs and expenses increased $139.1 million or 9.0%, to $1.8
billion from $1.7 billion compared to 1997.
 
For the quarter ended September 30, 1998, pro forma EBITDA increased $4.5
million, or 4.3%, to $109.6 million from $105.1 million compared to 1997.
 
For the nine months ended September 30, 1998, pro forma EBITDA increased $49.2
million, or 15.7%, to $361.8 million from $312.6 million compared to 1997.
 
The following discussion provides an analysis of the aforementioned increases in
pro forma revenues and costs related to revenues and other costs and expenses by
significant business segment.
 
Networks and Television Production
 
Net revenues for the quarter ended September 30, 1998 increased by $25.5
million, or 10.0%, to $281.3 million from $255.8 million compared to 1997. The
increase primarily resulted from an increase in advertising revenues at USA
Network and The Sci-Fi Channel cable networks, an increase in affiliate revenues
at both networks and increased revenues from first run syndication product at
Studios USA. The increase in advertising revenues resulted from both higher
ratings and a higher percentage of available advertising spots sold compared to
the prior year. The increase in affiliate revenues resulted primarily from a
significant increase in the number of subscribers at The
 
                                       49
   53
 
Sci-Fi Channel and higher affiliate fees at both networks. The increase in first
run syndication revenues resulted from higher barter revenue from higher ratings
and greater foreign sales.
 
Net revenues for the nine months ended September 30, 1998 increased $137.0
million, or 17.6%, to $914.7 million from $777.7 million compared to 1997. The
increase in revenues resulted primarily from higher advertising and affiliate
revenues at both USA Network and The Sci-Fi Channel and higher ratings on first
run syndication product by Studios USA.
 
Cost related to revenues and other costs and expenses for the quarter ended
September 30, 1998 increased by $18.8 million, or 9.2%, to $221.8 million from
$203.0 million compared to 1997. This increase resulted primarily from the cost
of increased deliveries of first run syndication product by Studios USA and
higher cost of original programming at USA Network, partially offset by the
absence in 1998 of write offs of USA Network programming recorded in 1997.
 
Cost related to revenues and other costs and expenses for the nine months ended
September 30, 1998 increased $59.9 million, or 9.6%, to $686.8 million from
$626.9 million compared to 1997. The increase was primarily due to higher cost
of network and first run syndication product at Studios USA and slightly higher
cost of programming at The Sci-Fi Channel partially offset by lower cost of
programming at USA Network.
 
EBITDA for the quarter ended September 30, 1998 increased $19.5 million, or
36.9%, to $72.2 million from $52.7 million compared to 1997.
 
EBITDA for the nine months ended September 30, 1998 increased $89.7 million, or
59.5%, to $240.5 million from $150.8 million compared to 1997.
 
Electronic Retailing
 
Net revenues for the quarter ended September 30, 1998 increased by $24.5
million, or 10.3%, to $261.2 million from $236.7 million compared to 1997. The
increase primarily resulted from increased sales of hardgoods, which includes
consumer electronics, collectibles and housewares. Total units shipped increased
by 9.4% to 7.0 million units compared to 6.4 million units in 1997 and the
average price point increased by 1.1%. The increase in net revenues also
reflected a decrease in the return rate to 20.8% from 22.8% compared to 1997.
 
Net revenues for the nine months ended September 30, 1998 increased $32.5
million, or 4.4%, to $776.4 million from $743.9 million compared to 1997. Total
units shipped increased 5.1% to 20.6 million units compared to 1997 and the
average price point decreased by 1.5%.
 
Cost related to revenues and other costs and expenses for the quarter ended
September 30, 1998 increased by $20.8 million, or 10.4%, to $220.0 million from
$199.2 million compared to 1997. This increase resulted primarily from higher
net revenues and the sale of merchandise at lower gross margins (38.3% in 1998
compared to 38.2% in 1997).
 
Cost related to revenues and other costs and expenses for the nine months ended
September 30, 1998 increased $45.3 million, or 7.4%, to $661.0 million from
$615.7 million compared to 1997. This increase resulted from higher net
revenues, the sale of merchandise at lower gross margins (39.7% in 1998 compared
to 41.4% in 1997) and from higher merchandising personnel costs.
 
EBITDA for the quarter ended September 30, 1998 increased $3.9 million, or
10.5%, to $41.4 million from $37.5 million compared to 1997.
 
EBITDA for the nine months ended September 30, 1998 decreased $12.7 million, or
9.9%, to $115.5 million from $128.2 million compared to 1997.
 
                                       50
   54
 
Ticketing Operations
 
Net revenues for the quarter ended September 30, 1998 decreased by $2.4 million,
or 2.6%, to $89.1 million from $91.5 million compared to 1997. The decrease
resulted from a slight decrease in the number of tickets sold, reflecting the
absence in 1998 of any major outdoor concerts and the ceasing of the publication
of the Company's event guide magazine, partially offset by an increase in
ticketing revenue due to an increase in revenue per ticket to $4.68 from $4.54
compared to 1997.
 
Net revenues for the nine months ended September 30, 1998 increased $15.0
million, or 5.6%, to $283.5 million from $268.5 million compared to 1997. The
increase resulted from an increase of 3.2% in the number of tickets sold,
including an increase of 1.2 million in the number of tickets sold on-line, and
an increase in revenue per ticket to $4.68 from $4.47 compared to 1997. This
increase was partially offset by a decrease of $2.9 million in publication
revenue due to the ceasing of publication of the Company's event guide magazine.
 
Cost related to revenues and other costs and expenses for the quarter ended
September 30, 1998 decreased by $1.0 million, or 1.3%, to $74.3 million from
$75.3 million compared to 1997. The decrease resulted primarily from the sale of
fewer tickets and the ceasing of the publication of the Company's event guide
magazine, offset by costs incurred to launch ticketing operations in Northern
California, South America and France.
 
Cost related to revenues and other costs and expenses for the nine months ended
September 30, 1998 increased $16.0 million, or 7.2%, to $239.6 million from
$223.6 million compared to 1997. This increase resulted from higher ticketing
operation costs resulting from higher ticketing revenue and from costs incurred
to launch ticketing operations in Northern California, South America and France,
partially offset by the ceasing of the publication of the Company's event guide
magazine.
 
EBITDA for the quarter ended September 30, 1998 decreased $1.4 million, or 8.6%,
to $14.8 million from $16.2 million compared to 1997.
 
EBITDA for the nine months ended September 30, 1998 decreased $1.0 million, or
2.2%, to $43.9 from $44.9 compared to 1997.
 
Internet Services
 
Net revenues for the quarter ended September 30, 1998 increased $2.6 million to
$5.9 million in 1998 compared to $3.3 million in 1997. The increase resulted
from an increase in registered users to the Company's primary online retailing
service, First Auction. Net revenues for the nine months ended September 30,
1998 increased $6.0 million to $14.5 million in 1998 from $8.5 million compared
to 1997.
 
EBITDA loss increased to $3.9 million for the quarter ended September 30, 1998
compared to $2.1 million in 1997 and for the nine months ended September 30,
1998 increased to $9.6 million from $5.5 million compared to 1997, primarily due
to costs to maintain and enhance the Internet services and to increased
advertising and promotion costs.
 
On September 28, 1998, the Ticketmaster Online-CitySearch Transaction was
consummated. During the nine months ended September 28, 1998, CitySearch
generated operating losses of $27.3 million and negative EBITDA of $24.2
million. The operating losses and negative EBITDA are expected to continue for
the foreseeable future.
 
Broadcasting and Other
 
Net revenues includes revenue generated from the distribution of films from the
Savoy library acquired as a result of the Savoy Merger and revenues generated at
the television station in the Miami/Ft. Lauderdale market.
 
                                       51
   55
 
Other costs related to revenues and other costs and expenses include costs to
generate the Savoy revenues, corporate expenses and $6.3 million and $11.1
million of cost in the quarter and nine months ended September 30, 1998,
respectively, to launch the Miami/Ft. Lauderdale station.
 
YEAR ENDED DECEMBER 31, 1997 VS. YEAR ENDED DECEMBER 31, 1996
 
Net Revenues
 
For the year ended December 31, 1997, total revenues of the Company increased
$1.2 billion compared to 1996 primarily due to increases of $1.0 billion and
$156.4 million related to Home Shopping Network and Ticketmaster, respectively.
 
Operating Costs and Expenses
 
For the year ended December 31, 1997, total operating costs and expenses
increased $1.1 billion compared to 1996 primarily due to increases of $897.6
million and $144.1 million related to Home Shopping Network and Ticketmaster,
respectively.
 
Other Income (Expense), Net
 
For the year ended December 31, 1997, interest income increased $2.1 million due
to higher combined cash balances of the merged entity.
 
For the year December 31, 1997, interest expense increased $19.7 million
compared to 1996, due to the higher combined debt balance of the merged entity
and non-cash interest expense related to long-term cable distribution and
broadcast fees recorded as a result of the Mergers.
 
For the year ended December 31, 1997, the Company had net miscellaneous expense
of $11.8 million primarily due to equity losses relating to the Company's
investments in Home Order Television GmbH & Co. and Jupiter Shop Channel Co.
Ltd.
 
Income Taxes
 
The Company's effective tax rate of 73% for the year ended December 31, 1997,
calculated on earnings before income taxes and minority interest, was higher
than the statutory rate due primarily to the amortization of non-deductible
goodwill and other acquired intangibles, the non-recognition of benefit for net
operating losses of less than 80% owned subsidiaries and state income taxes.
Similarly the Company's effective tax rate is expected to exceed the statutory
rate for 1998.
 
Minority Interest
 
For the year ended December 31, 1997, minority interest represented the
ownership interest of third parties in the net assets and results of operations
of certain consolidated subsidiaries.
 
PRO FORMA NET REVENUES AND COST OF REVENUES FOR THE YEAR ENDED DECEMBER 31, 1997
VS. PRO FORMA NET REVENUES AND COST OF REVENUES FOR THE YEAR ENDED DECEMBER 31,
1996
 
The pro forma revenues and cost of revenues for the years ended December 31,
1997 and 1996, have been prepared to show results of the Company for those
periods, as if the Ticketmaster Transaction and the Mergers had occurred at the
beginning of 1997 and 1996, respectively. Revenues and cost of revenues
specifically related to Savoy's motion picture operations are excluded from the
1996 pro forma amounts because these activities ceased prior to the Mergers.
 
For the year ended December 31, 1997, pro forma net revenues for the Company
increased $.1 billion, or 4.4%, to $1.5 billion from $1.4 billion compared to
1996. For the year ended December 31,
 
                                       52
   56
 
1997, pro forma costs of revenues increased $1.0 million, or .2%, to $661.4
million from $660.4 million compared to 1996.
 
The following discussion provides an analysis of the aforementioned increases in
pro forma revenues and cost of revenues by significant component.
 
Electronic Retailing
 
Net sales for Home Shopping Network increased $22.4 million, or 2.2%, for the
year ended December 31, 1997 compared to 1996. Net sales of Home Shopping Club
("HSC"), the primary source of Home Shopping Network revenues, increased $71.9
million, or 8.0%, for the year ended December 31, 1997 compared to 1996. HSC's
sales reflected an increase of 8.7% in the number of packages shipped and a
decrease of 4.3% in the average price per unit sold for the year ended December
31, 1997, compared to 1996. The increase in HSC net sales was offset by planned
decreases in net sales of wholly owned subsidiaries, HSN Mail Order, Inc. ("Mail
Order"), and the retail outlet stores of $33.8 million and $10.6 million,
respectively, compared to 1996. Management believes that the improved sales for
1997 compared to 1996 were primarily the result of ongoing changes made to Home
Shopping Network's merchandising and programming strategies.
 
For the year ended December 31, 1997, HSC's merchandise return percentage
decreased to 22.2% from 23.5% compared to 1996. Management believes that the
lower return rate was primarily attributable to the decrease in the average
price per unit and the mix of products sold.
 
During 1998, cable system contracts covering 4.5 million cable subscribers are
subject to termination or renewal. This represents 8.8% of the total number of
unduplicated cable households receiving the Home Shopping Network. Home Shopping
Network is pursuing both renewals and additional cable television system
contracts, but channel availability, competition, consolidation within the cable
industry and cost of carriage are some of the factors affecting the negotiations
for cable television system contracts. Although management cannot determine the
percentage of expiring contracts that will be renewed or the number of
households that will be added through new contracts, management believes that a
majority of these contracts will be successfully renegotiated.
 
As a percentage of net sales, Home Shopping Network's cost of sales decreased to
59.3% from 61.7% for the year ended December 31, 1997, compared to 1996. Cost of
sales of HSC increased $24.2 million due to increases in net sales. This was
offset by decreases of $19.9 million and $14.1 million in cost of sales of Mail
Order and the retail outlet stores, respectively, compared to 1996, as a result
of the planned reduction in revenues for these subsidiaries. As a percentage of
HSC's net sales, cost of sales decreased to 60.1% from 62.3% compared to 1996.
These decreases were primarily the result of changes in merchandising and
programming strategies, as discussed above.
 
Ticketing Operations
 
For the year ended December 31, 1997, pro forma Ticketmaster revenue increased
$24.4 million, or 7.5% compared to 1996 and can be attributed to increases in
the number of tickets sold and the average per ticket operations revenue.
Ticketmaster's primary source of revenue is ticketing operations which are
primarily comprised of convenience charges which Ticketmaster generates by
providing clients with access to Ticketmaster's extensive distribution
capabilities, including Ticketmaster-owned call centers, an independent network
of sales outlets remote to the client's box office, and non-traditional
distribution channels such as the Internet. Other components of ticket
operations revenue include handling fees attributed to the sale and distribution
of tickets through channels other than remote sales outlets, credit card fee
reimbursements and licensing fees. Through continued acquisitions and growth,
management expects continued increases in ticketing operations revenues.
 
                                       53
   57
 
Other sources of Ticketmaster revenue are relatively consistent, on a pro forma
basis, when comparing 1997 to 1996, and include revenues from concession control
system sales, publications, and merchandising businesses. Concession inventory
control systems and associated service contracts are marketed to movie theaters,
stadiums, arenas and general admission facilities. Ticketmaster produces and
distributes publications, primarily the Live! Magazine, and the Entertainment
Guide included therein, and recognizes revenue from the sale of subscriptions.
The merchandising business, Entertainment To Go, is designed to leverage
Ticketmaster's inbound call center traffic, its database of consumers, and its
relationships with the music and entertainment industries to effectively sell,
at retail prices, music, tour and entertainment related merchandise products to
consumers.
 
OTHER
 
For the year ended December 31, 1997, $14.2 million of pro forma other revenue
related primarily to the Savoy motion picture business which was discontinued in
1996. The costs associated with these revenues were $11.2 million for 1997. The
Company does not expect significant additional revenues or costs from the motion
picture business.
 
YEAR ENDED DECEMBER 31, 1996 VS. FISCAL YEAR ENDED AUGUST 31, 1995
 
Net Revenues
 
BROADCASTING.  For the year ended December 31, 1996, broadcasting revenues
decreased $1.2 million, or 2.7% to $43.4 million from $44.6 million for the
fiscal year ended August 31, 1995. This decrease was primarily the result of the
elimination of $1.1 million of the USA Station Group's revenues for the 11 days
ended December 31, 1996, due to the Home Shopping Merger. Revenues from Home
Shopping Network are eliminated in consolidation as are the same amount of Home
Shopping Network engineering and programming expenses. The year ended December
31, 1996 also includes $1.5 million of revenues of SF Broadcasting for the 12
days ended December 31, 1996.
 
HOME SHOPPING NETWORK.  Home Shopping Network was acquired on December 20, 1996
in the Home Shopping Merger and, accordingly, $30.6 million of revenues for the
11 day period ended December 31, 1996 is reflected in total revenues. Home
Shopping Network revenues are generated primarily from electronic retailing.
 
OTHER.  For the year ended December 31, 1996, other revenues decreased $2.1
million, or 63.5%, to $1.2 million from $3.4 million for the fiscal year ended
August 31, 1995. This decrease was primarily the result of a decrease in
production revenues due to the closing of the Denver Telemation facility in
December 1995.
 
Operating Expenses
 
COST OF SALES, SELLING AND MARKETING AND ENGINEERING AND PROGRAMMING.  Cost of
sales increased $20.4 million for the year ended December 31, 1996 compared to
the fiscal year ended August 31, 1995, as a result of the inclusion of 11 days
of Home Shopping Network. In addition, increases in selling and marketing and
engineering and programming expenses of $5.0 million and $1.8 million,
respectively, also related to 11 days of activity for Home Shopping Network.
 
GENERAL AND ADMINISTRATIVE.  For the year ended December 31, 1996, general and
administrative expenses increased $3.9 million primarily due to the inclusion of
$2.8 million of expense as a result of the Mergers. The remaining increase of
$1.1 million is attributable to an equity and bonus compensation arrangement
with the Company's Chairman and Chief Executive Officer, offset by decreases in
payroll due to the restructuring of the Company in 1995.
 
DEPRECIATION AND AMORTIZATION.  The increase in depreciation and amortization of
$.8 million for the year ended December 31, 1996 was primarily due to the
inclusion of $1.4 million of expense as a
 
                                       54
   58
 
result of the Mergers. In addition, an increase of $.9 million was due to
goodwill amortization related to the Mergers. These increases were offset by
decreases of $1.5 million, primarily related to the closure and subsequent sale
of fixed assets related to the Denver Telemation facility.
 
OTHER INCOME (EXPENSE).  For the year ended December 31, 1996, net other expense
increased $1.6 million compared to the year ended August 31, 1995. This increase
was primarily due to non-cash interest expense related to the acceleration of
upfront bank fees in anticipation of the refinancing of the Company's debt in
early 1997, offset by decreased interest expense attributable to a reduction in
the Company's long-term debt in 1996. In addition, $.5 million of net interest
expense was due to the inclusion of partial periods for Holdco and Savoy.
 
INCOME TAXES.  The Company's effective tax rate was higher than the statutory
rate due primarily to the amortization of goodwill and other acquired
intangibles, certain non-deductible executive compensation and a deduction for
certain dividends received. In addition, some states require separate company
tax filings which cause state income taxes to be disproportionate with
consolidated earnings.
 
MINORITY INTEREST.  For the year ended December 31, 1996, minority interest
represented the ownership interest of third parties in the net assets and
results of operations of certain consolidated subsidiaries.
 
FOUR MONTHS ENDED DECEMBER 31, 1995 VS. FOUR MONTHS ENDED DECEMBER 31, 1994
 
Revenues
 
For the four months ended December 31, 1995, net revenue decreased $1.3 million
to $16.0 million from $17.3 million when compared to the four months ended
December 31, 1994. The decrease primarily related to the receipt of $1.8 million
of additional fees in fiscal 1995, compared to $.8 million in fiscal 1994 under
the affiliation arrangements with Home Shopping Network and a decrease of $.4
million due to a reduction in production revenue. The Company closed the Denver
Telemation facility effective November 1995.
 
Operating Expenses
 
GENERAL AND ADMINISTRATIVE.  For the four months ended December 31, 1995,
general and administrative expenses increased $1.7 million to $9.2 million from
$7.5 million when compared to the four months ended December 31, 1994. An
additional $1.1 million was attributable to an equity and bonus compensation
arrangement with the Company's Chairman and Chief Executive Officer. The
remaining increase was due to additional consulting and legal expenses
associated with new executive management.
 
OTHER.  In December 1995, the Company implemented a formal plan to increase
operating efficiency, reduce personnel at the Company's television broadcasting
stations and the Company's corporate offices and close the Denver Telemation
facility. As a result, the Company recorded a $2.6 million charge to operations
for the four months ended December 31, 1995, which included severance costs,
facility closure and non-cancelable lease costs and the write-down of property,
plant and equipment.
 
OTHER INCOME (EXPENSE).  For the four months ended December 31, 1995, interest
income increased $.5 million to $.9 million from $.4 million when compared to
the four months ended December 31, 1994. The increase was primarily due to the
settlement of the Company's lawsuit against Urban Broadcasting Corporation. The
Company did not recognize any interest income from a note receivable from Urban
in the four month period ended December 31, 1994 until the settlement was
reached and the funds were received in May 1995.
 
                                       55
   59
 
INCOME TAXES.  The Company's effective tax rate for these periods differed from
the statutory rate due primarily to the amortization of goodwill and other
acquired intangible assets relating to acquisitions from prior years, other
non-deductible items, and state income taxes.
 
HOLDCO AND USANi LLC CONSOLIDATED RESULTS OF OPERATIONS
 
QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1998 VS. QUARTER AND NINE MONTHS
ENDED SEPTEMBER 30, 1997
 
The Universal Transaction resulted in significant increases in net revenues,
operating costs and expenses, other income (expense), minority interest and
income taxes and will continue to materially impact the Holdco and USANi LLC's
results of operations for the remainder of 1998 when compared to 1997, and
accordingly, no significant discussion of these fluctuations is presented.
 
Net Revenues
 
For the nine months ended September 30, 1998, revenues increased $796 million
compared to 1997 primarily due to increases of $757 million and $32.5 million
from the Networks and Television Production business and Electronic Retailing,
respectively.
 
Operating Costs and Expenses
 
For the nine months ended September 30, 1998, operating expenses increased $694
million compared to 1997 primarily due to increases of $641 million and $64
million from the Networks and Television Production business and Electronic
Retailing, respectively.
 
Other Income (Expense)
 
For the nine months ended September 30, 1998, net interest expense increased $60
million and $63 million for Holdco and USANi LLC, respectively, compared to the
1997 period primarily due to interest incurred under the Existing Credit
Agreement to finance the Universal Transaction and non-cash interest expense on
long-term program liabilities at the Networks and Television Production
business.
 
For the nine months ended September 30, 1998, miscellaneous expense increased $7
million compared to the 1997 period primarily due to losses from international
joint ventures of Home Shopping Network and Networks and Television Production
business.
 
Income Taxes
 
Holdco taxes for the nine months ended September 30, 1998 were higher than the
statutory rate due primarily to non-deductible goodwill and other acquired
intangible and state income taxes.
 
Minority Interest
 
For the nine months ended September 30, 1998, Holdco minority interest
represents Universal's and Liberty's ownership interest in USANi LLC for the
period February 12 through September 30, 1998, and Fox Broadcasting Company's
50% ownership interest in SF Broadcasting for the period January 1 through July
16, 1998.
 
PRO FORMA QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1998 VS. PRO FORMA QUARTER
AND NINE MONTHS ENDED SEPTEMBER 30, 1997
 
The following unaudited pro forma operating results of Holdco and USANi LLC
present combined results of operations as if the Universal Transaction had
occurred on January 1, 1998 and 1997, respectively.
                                       56
   60
 
The Unaudited Combined Condensed Pro Forma Statements of Operations of Holdco
and USANi LLC are presented below for illustrative purposes only and are not
necessarily indicative of the results of operations that would have actually
been reported had any of the transactions occurred as of January 1, 1998 and
1997, respectively, nor are they necessarily indicative of future results of
operations.
 
HOLDCO AND USANi LLC
 


                                            THREE MONTHS ENDED        NINE MONTHS ENDED
                                              SEPTEMBER 30,             SEPTEMBER 30,
                                           --------------------    ------------------------
                                             1998        1997         1998          1997
                                           --------    --------    ----------    ----------
                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                     
NET REVENUES:
Networks and television production.......  $281,302    $255,762    $  914,669    $  777,710
Electronic retailing.....................   261,183     236,706       776,417       743,893
Internet services........................     5,934       3,330        14,467         8,511
                                           --------    --------    ----------    ----------
     Total net revenues..................   548,419     495,798     1,705,553     1,530,114
Operating costs and expenses:
  Cost related to revenues...............   313,599     294,979       978,661       904,430
  Other costs and expenses...............   130,386     112,739       412,159       380,567
  Depreciation and amortization..........    47,137      49,099       139,721       135,070
                                           --------    --------    ----------    ----------
     Total operating costs and
       expenses..........................   491,122     456,817     1,530,541     1,420,067
                                           --------    --------    ----------    ----------
     Operating profit....................  $ 57,297    $ 38,981    $  175,012    $  110,047
                                           ========    ========    ==========    ==========
     EBITDA..............................  $104,434    $ 88,080    $  314,733    $  245,117
                                           ========    ========    ==========    ==========

 
For the quarter ended September 30, 1998, pro forma revenues for Holdco and
USANi LLC increased $52.6 million, or 10.6%, to $548.4 million from $495.8
million compared to 1997. For the quarter ended September 30, 1998, pro forma
cost related to revenues and other costs and expenses increased $34.3 million,
or 7.5%, to $491.1 million from $456.8 million compared to 1997.
 
For the nine months ended September 30, 1998, pro forma revenues for Holdco and
USANi LLC increased $175.4 million, or 11.5%, to $1.7 billion from $1.5 billion
compared to 1997. For the nine months ended September 30, 1998, pro forma cost
related to revenues and other costs and expenses increased $110.5 million or
7.8%, to $1.5 billion from $1.4 billion compared to 1997.
 
For the quarter ended September 30, 1998, pro forma EBITDA increased $16.4
million, or 18.6%, to $104.4 million from $88.1 million compared to 1997.
 
For the nine months ended September 30, 1998, pro forma EBITDA increased $69.6
million, or 28.4%, to $314.7 million from $245.1 million compared to 1997.
 
The following discussion provides an analysis of the aforementioned increases in
pro forma revenues and costs related to revenues and other costs and expenses by
significant business segment.
 
Networks and Television Production
 
Net revenues for the quarter ended September 30, 1998 increased by $25.5
million, or 10.0%, to $281.3 million from $255.8 million compared to 1997. The
increase primarily resulted from an increase in advertising revenues at USA
Network and The Sci-Fi Channel cable networks, an
 
                                       57
   61
 
increase in affiliate revenues at both networks and increased revenues from
first run syndication product at Studios USA. The increase in advertising
revenues resulted from both higher ratings and a higher percentage of available
advertising spots sold compared to the prior year. The increase in affiliate
revenues resulted primarily from a significant increase in the number of
subscribers at The Sci-Fi Channel and higher affiliate fees at both networks.
The increase in first run syndication revenue resulted from higher barter
revenue from higher ratings and greater foreign sales.
 
Net revenues for the nine months ended September 30, 1998 increased $137.0
million, or 17.6%, to $914.7 million from $777.7 million compared to 1997. The
increase in revenues resulted primarily from higher advertising and affiliate
revenues at both USA Network and The Sci-Fi Channel and higher ratings on first
run syndication product by Studios USA.
 
Cost related to revenues and other costs and expenses for the quarter ended
September 30, 1998 increased by $18.8 million, or 9.2%, to $221.8 million from
$203.0 million compared to 1997. This increase resulted primarily from the cost
of increased deliveries of first run syndication product by Studios USA and
higher cost of original programming at USA Network, partially offset by the
absence in 1998 of write offs of USA Network programming recorded in 1997.
 
Cost related to revenues and other costs and expenses for the nine months ended
September 30, 1998 increased $59.9 million, or 9.6%, to $686.8 million from
$626.9 million compared to 1997. The increase was primarily due to higher cost
of network and first run syndication product at Studios USA and slightly higher
cost of programming at The Sci-Fi Channel partially offset by lower cost of
programming at USA Network.
 
EBITDA for the quarter ended September 30, 1998 increased $19.5 million, or
36.9%, to $72.2 million from $52.7 million compared to 1997.
 
EBITDA for the nine months ended September 30, 1998 increased $89.7 million, or
59.5%, to $240.5 million from $150.8 million compared to 1997.
 
Electronic Retailing
 
Net revenues for the quarter ended September 30, 1998 increased by $24.5
million, or 10.3%, to $261.2 million from $236.7 million compared to 1997. The
increase primarily resulted from increased sales of hardgoods, which includes
consumer electronics, collectibles and housewares. Total units shipped increased
by 9.4% to 7.0 million units compared to 6.4 million units in 1997 and the
average price point increased by 1.1%. The increase in net revenues also
reflected a decrease in the return rate to 20.8% from 22.8% compared to 1997.
 
Net revenues for the nine months ended September 30, 1998 increased $32.5
million, or 4.4%, to $776.4 million from $743.9 million compared to 1997. Total
units shipped increased 5.1% to 20.6 million units compared to 1997 and the
average price point decreased by 1.5%.
 
Cost related to revenues and other costs and expenses for the quarter ended
September 30, 1998 increased by $20.8 million, or 10.4%, to $220.0 million from
$199.2 million compared to 1997. This increase resulted primarily from higher
net revenues and the sale of merchandise at lower gross margins (38.3% in 1998
compared to 38.2% in 1997).
 
Cost related to revenues and other costs and expenses for the nine months ended
September 30, 1998 increased $45.3 million, or 7.4%, to $661.0 million from
$615.7 million compared to 1997. This increase resulted from higher net
revenues, the sale of merchandise at lower gross margins (39.7% in 1998 compared
to 41.4% in 1997) and from higher merchandising personnel costs.
 
EBITDA for the quarter ended September 30, 1998 increased $3.9 million, or
10.5%, to $41.4 million from $37.5 million compared to 1997.
 
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EBITDA for the nine months ended September 30, 1998 decreased $12.7 million, or
9.9%, to $115.5 million from $128.2 million compared to 1997.
 
Internet Services
 
Net revenues for the quarter ended September 30, 1998 increased $2.6 million to
$5.9 million in 1998 compared to $3.3 million in 1997. The increase resulted
from an increase in registered users to Holdco and USANi LLC's primary online
retailing service, First Auction. Net revenues for the nine months ended
September 30, 1998 increased $6.0 million to $14.5 million in 1998 from $8.5
million compared to 1997.
 
EBITDA loss increased to $3.9 million for the quarter ended September 30, 1998
compared to $2.1 million in 1997 and for the nine months ended September 30,
1998 increased to $9.6 million from $5.5 million compared to 1997, primarily due
to costs to maintain and enhance the Internet services and to increased
advertising and promotion costs.
 
On September 28, 1998, the Ticketmaster Online-CitySearch Merger was
consummated. During the nine months ended September 28, 1998, CitySearch
generated operating losses of $27.3 million and negative EBITDA of $24.2
million. The operating losses and negative EBITDA are expected to continue for
the foreseeable future.
 
YEAR ENDED DECEMBER 31, 1997 VS. YEAR ENDED DECEMBER 31, 1996
 
Net Revenues
 
Net sales for Home Shopping Network increased $22.4 million, or 2.2%, to 1,037.1
million from 1,014.7 million for the year ended December 31, 1997 compared to
1996. Net sales of HSC, the primary source of Home Shopping Network revenues,
increased $71.9 million, or 8.0%, for the year ended December 31, 1997 compared
to 1996. HSC's sales reflected an increase of 8.7% in the number of packages
shipped and a decrease of 4.3% in the average price per unit sold for the year
ended December 31, 1997, compared to 1996. The increase in HSC net sales was
offset by planned decreases in net sales of wholly-owned subsidiaries, HSN Mail
Order, Inc. ("Mail Order"), and the retail outlet stores of $33.8 million and
$10.6 million, respectively, compared to 1996. Management believes that the
improved sales for 1997 compared to 1996, were primarily the result of ongoing
changes made to Home Shopping Network's merchandising and programming
strategies.
 
For the year ended December 31, 1997, HSC's merchandise return percentage
decreased to 22.2% from 23.5% compared to 1996. Management believes that the
lower return rate is primarily attributable to the decrease in the average price
per unit and the mix of products sold.
 
During 1998, cable system contracts covering 4.5 million cable subscribers are
subject to termination or renewal. This represents 8.8% of the total number of
unduplicated cable households receiving the Home Shopping Network. Home Shopping
Network is pursuing both renewals and additional cable television system
contracts, but channel availability, competition, consolidation within the cable
industry and cost of carriage are some of the factors affecting the negotiations
for cable television system contracts. Although management cannot determine the
percentage of expiring contracts that will be renewed or the number of
households that will be added through new contracts, management believes that a
majority of these contracts will be successfully renegotiated.
 
Operating Expenses
 
As a percentage of net sales, Home Shopping Network's cost of sales decreased to
59.3% from 61.7% for the year ended December 31, 1997, compared to 1996. Cost of
sales of HSC increased $24.2 million due to increases in net sales. This was
offset by decreases of $19.9 million and $14.1 million in cost of sales of Mail
Order and the retail outlet stores, respectively, compared to 1996, as a result
 
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of the planned reduction in revenues for these subsidiaries. As a percentage of
HSC's net sales, cost of sales decreased to 60.1% from 62.3% compared to 1996.
These decreases were primarily the result of changes in merchandising and
programming strategies, as discussed above.
 
Other operating costs and expenses increased $13.3 million or 3.8%, to $361.1
million from 347.9 million for the year ended December 31, 1997 compared to the
year ended December 31, 1996. The increase was primarily due to an increase in
goodwill and other intangibles amortization related to the Home Shopping Merger
and an increase in costs related to an increase in sales, offset by a decrease
in other costs related to the reduction in cable and broadcast fees.
 
Other Income (Expense), Net
 
For the year ended December 31, 1997, net miscellaneous expense was $11.8
million primarily due to equity losses relating to the Home Shopping Network's
investments in Home Order Television GmbH & Co. and Jupiter Shop Channel Co.,
Ltd. Litigation settlement income for the year ended December 31, 1996
represents the reversal of amounts accrued in prior years which were in excess
of the actual settlements of certain litigation.
 
Income Taxes
 
Holdco's effective tax rate of 73% for the year ended December 31, 1997,
calculated on earnings before income taxes and minority interest, was higher
than the statutory rate due primarily to the amortization of non-deductible
goodwill and other acquired intangibles, the non-recognition of benefit for net
operating losses of less than 80% owned subsidiaries and state income taxes.
Holdco's effective tax rate of 38% for the year ended December 31, 1996 was
higher than the statutory rate due primarily to the amortization of goodwill,
state income taxes and the provision for interest on adjustments proposed by the
Internal Revenue Service.
 
YEAR ENDED DECEMBER 31, 1996 VS. YEAR ENDED DECEMBER 31, 1995
 
Net Revenues
 
For the year ended December 31, 1996, net revenues increased $94.9 million, or
10.3%, to $1,014.7 million from $919.8 million for the year ended December 31,
1995. Net sales of HSC increased $108.3 million, or 13.8%, for the year ended
December 31, 1996, reflecting a 12.0% increase in the number of packages shipped
and a 1.5% decrease in the average price per unit sold compared to the year
ended December 31, 1995. Sales by wholly-owned subsidiaries, Vela Research, Inc.
("Vela"), Mail Order and Internet Shopping Network, Inc. ("ISN") increased $9.0
million, $7.8 million and $4.4 million, respectively, for the year ended
December 31, 1996. These increases were partially offset by decreases related to
HSND and Ortho-Vent of $17.7 million and $15.6 million, respectively.
 
In November 1995, Holdco appointed a new Chairman of the Board of Directors and
a new President and Chief Executive Officer, both with significant experience in
the electronic retailing and programming areas. Management believes that the
improvement in sales in the year ended December 31, 1996 compared to 1995 was
primarily the result of changes made by new management to the Company's
merchandising and programming strategies. In addition, Home Shopping Network
offered a "non interest-no payment" credit promotion through September 1996 for
certain purchases made during June 1996 using Home Shopping Network's private
label credit card and offered a similar promotion during the fourth quarter of
1996 with the payment deferral period extending to March 1997.
 
For the year ended December 31, 1996, HSC's merchandise return percentage
decreased to 23.5% from 25.7%, in 1995. Management believes that the lower
return rate was primarily attributable to the
 
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decrease in the average price per unit sold. Promotional price discounts
remained constant at 2.8% of HSC sales for the year ended December 31, 1996
compared to 1995.
 
Operating Costs and Expenses
 
COST OF SALES.  As a percentage of net sales, Home Shopping Network's cost of
sales decreased to 61.7% for the year ended December 31, 1996 compared to 65.5%
for the year ended December 31, 1995. Cost of sales increased $22.8 million for
the year ended December 31, 1996 compared to 1995 due to the increase in net
sales in 1996. The decrease in the cost of sales percentage in 1996 related in
part to non-recurring warehouse sales and other promotional events held in 1995
which increased cost of sales. In addition, the 1996 product sales mix was
composed of higher gross margin merchandise. Cost of sales for the year ended
December 31, 1995 also included higher inventory carrying adjustment costs for
products which were not consistent with the change in Home Shopping Network's
sales and merchandising philosophy in late 1995.
 
OTHER OPERATING COSTS.  Other operating costs decreased $49.4 million to 12.4%
to $347.8 million for the year ended December 31, 1996 compared to $397.2
million for the year ended December 31, 1995.
 
SELLING AND MARKETING.  The decrease in selling and marketing costs of $20.2
million relates primarily to a decrease of $10.0 million in selling costs due to
lower sales at HSND, a decrease of $3.9 million in mail order catalog costs due
to the sale of Ortho-Vent assets in the fourth quarter of 1995, a decrease of
$3.6 million in promotional and media expense and a decrease of $2.7 million in
fees to cable operators due to the expiration and renegotiation of older
agreements with higher fees, offset by an increase of $3.6 million in telephone
and customer service costs due to higher sales.
 
ENGINEERING AND PROGRAMMING.  Engineering and programming costs decreased $3.6
million or 3.7% to $94.6 million for the year ended December 31, 1996 compared
to $94.6 million for the year ended December 31, 1995. The decrease in 1996 is
primarily due to the exclusion of $3.4 million of performance bonus commissions
not payable as a result of the Home Shopping Merger.
 
GENERAL AND ADMINISTRATIVE.  General and administrative costs decreased $6.8
million or 8.9% to $70.2 million for the year ended December 31, 1996 compared
to $77.0 million for the year ended December 31, 1995. For the year ended
December 31, 1996, decreases in consulting, legal, repairs and maintenance and
other administrative expenses totaled $7.7 million compared to 1995.
 
DEPRECIATION AND AMORTIZATION.  Depreciation and amortization costs decreased
$5.4 million or 13.8% to $33.9 million for the year ended December 31, 1996
compared to $33.5 million for the year ended December 31, 1995. The decrease in
depreciation and amortization was primarily due to a decrease of $5.8 million
related to assets that became fully depreciated in 1995, a decrease of $3.9
million in amortization expenses for the mail order catalog operation due to the
sale of Ortho-Vent asset in the fourth quarter of 1995, the retirement of
certain equipment in the fourth quarter of 1995 and lower relative capital
expenditures in 1995 compared to 1996, offset by increased amortization of cable
distribution fees of $4.4 million for 1996 compared to 1995.
 
Other Charges
 
For the year ended December 31, 1996, the other charges of $2.6 million relate
to work force reductions and other asset write downs in conjunction with the
closing of three outlet stores and a fulfillment center.
 
Other charges for the year ended December 31, 1995, included $4.1 million which
represented management's estimate of costs to be incurred in connection with the
closing of the Home Shopping Network's Reno, Nevada, fulfillment center, which
was accomplished in June 1995. The decision to close the Reno fulfillment center
was based on an evaluation of the Company's overall distribution
 
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strategy. An additional $11.9 million of charges for the year ended December 31,
1995 related to severance costs of $4.0 million resulting from a reduction in
work force, $4.8 million of payments to certain executives as provided for under
their employment agreements in connection with the termination of their
employment and the write-off of certain equipment maintenance and contractual
fees totaling $1.8 million related to service contracts which were no longer
utilized. Home Shopping Network also recorded a write-down of inventory totaling
$1.3 million to net realizable value based on the disposition of Ortho-Vent's
assets.
 
Other Income (Expense)
 
For the year ended December 31, 1996, Home Shopping Network had net other
expense of $7.9 million compared to net other expense of $14.9 million for the
year ended December 31, 1995.
 
Interest expense decreased $0.2 million for the year ended December 31, 1996,
compared to 1995, due to a lower level of borrowings by Home Shopping Network at
a lower average interest rate primarily due to the private placement on March 1,
1996, of $100.0 million of Convertible Subordinated Debentures (the
"Debentures").
 
For the year ended December 31, 1996, net miscellaneous expenses increased to
$1.9 million compared to $0.4 million for the year ended December 31, 1995. In
1996, equity losses totaling $5.7 million relating to Home Shopping Network's
investments in Home Order Television GmbH & Co. ("HOT") and Jupiter Shop Channel
Co. Ltd. ("Shop Channel") were partially offset by a gain on the sale of a
controlling interest in HSND of $1.9 million and a one-time $1.5 million payment
received in the first quarter of 1996 in connection with the termination of the
Canadian Home Shopping Network license agreement. In 1995, $6.0 million in
losses recorded in connection with the retirement of equipment was offset by
receipts from lawsuit settlements, royalty income and other miscellaneous income
totaling $5.6 million.
 
Litigation settlement income for the year ended December 31, 1996 represented
the reversal of amounts accrued in prior years which were in excess of the
actual settlement on certain litigation. Litigation expense for the year ended
December 31, 1995, of $6.4 million, represented litigation settlements and
anticipated costs in connection with the resolution of certain pending
litigation.
 
Income Taxes
 
Holdco's effective tax rate was 38.0% for the year ended December 31, 1996, and
a benefit of 35.0% for the year ended December 31, 1995. Holdco's effective tax
rate for these periods differed from the statutory rate due primarily to the
amortization of goodwill, state income taxes and the provision for interest on
adjustments proposed by the Internal Revenue Service.
 
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
 
The operating results and capital resources and liquidity requirements of USAi,
Holdco and USANi LLC are dependent on each other. The Investment Agreement, as
amended and restated as of December 18, 1997 (the "Investment Agreement"), among
Universal, Liberty, USAi and Holdco requires that all cash generated by entities
not owned by USANi LLC be transferred to USANi LLC and requires that any cash
needs by entities not owned by USANi LLC be funded by USANi LLC. In addition,
USAi and USANi LLC are jointly and severally obligated under the Notes. The
following discussion of financial resources, liquidity and capital resources is
presented on a consolidated basis. For a summary of the terms of the Investment
Agreement, see "Certain Relationships and Related Party
Transaction -- Agreements with Universal and Liberty -- Investment Agreement."
 
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Net cash provided by operating activities was $146.7 million for USAi ($120.7
million for Holdco and USANi LLC) for the nine months ended September 30, 1998.
These cash proceeds were used to pay for capital expenditures of $64.2 million
for USAi ($34.5 million for Holdco and USANi LLC), to make long-term investments
totaling $25.6 million for USAi ($22.5 million for Holdco and USANi LLC) and to
reduce amounts outstanding under the Existing Credit Agreement.
 
Funds are transferred between USAi and its wholly owned subsidiaries and USANi
LLC as needed to fund operations and other related items. Pursuant to the
Investment Agreement, all excess cash held at USAi and subsidiaries is
transferred to USANi LLC no less frequently than monthly and USANi LLC may
transfer funds to USAi to satisfy obligations of USAi and its subsidiaries.
Under the Investment Agreement, transfers of cash are evidenced by a demand note
and accrue interest at USANi LLC's borrowing rate under the Existing Credit
Agreement.
 
During the nine months ended September 30, 1998, net transfers from USANi LLC to
USAi totaling approximately $172 million were made to repay USAi's revolving
credit facility, repay Ticketmaster's existing bank credit facility and fund the
operations of USAi's television broadcast operation, reduced by amounts received
from USAi from the sale of the SF Broadcasting assets and the Baltimore
television station. The interest incurred on the net transfers for the nine
months ended September 30, 1998 was approximately $6.5 million.
 
In accordance with the Investment Agreement, certain transfers of funds between
Holdco, USANi LLC and USAi are not evidenced by a demand note and do not accrue
interest, primarily relating to the establishment of the operations of USANi LLC
and capital contributions from USAi into USANi LLC.
 
Consolidated capital expenditures for the nine months ended September 30, 1998
relate in part to the build-out of the Miami/Ft. Lauderdale television station.
Consolidated capital expenditures are expected to approximate $90.0 million in
1998.
 
On February 12, 1998, the Company and certain of its subsidiaries, including
USANi LLC as borrower, entered into the Existing Credit Agreement which provides
for a $1.6 billion credit facility (the "Existing Credit Facility"). The
Existing Credit Facility was used to finance the Universal Transaction and to
refinance USAi's then-existing $275.0 million revolving credit facility. The
Existing Credit Facility consists of a $600.0 million revolving credit facility
with a $40.0 million sub-limit for letters of credit, a $750.0 million Tranche A
Term Loan and a $250.0 million Tranche B Term Loan (the "Tranche B Term Loan").
On August 5, 1998, USANi LLC repaid the Tranche B Term Loan in the amount of
$250.0 million from cash on hand. The Tranche B Term Loan was scheduled to
mature on December 31, 2003. The revolving credit facility and the Tranche A
Term Loan mature on December 31, 2002. USANi LLC used the proceeds received from
the sale of the Initial Notes together with available cash to repay $500 million
of the Tranche A Term Loan. The Existing Credit Facility is guaranteed by
substantially all of the Company's material subsidiaries. The interest rate on
borrowings under the Existing Credit Facility is tied to an alternate base rate
or the London InterBank Rate, in each case, plus an applicable margin. As of
December 31, 1998, there was $250.0 million in outstanding borrowings under the
Tranche A Term Loan and, under the revolving credit portion of the Existing
Credit Facility, $599.9 million was available for borrowing after taking into
account outstanding letters of credit. As of December 31, 1998, the interest
rate on loans outstanding under the Tranche A Term Loan was 6.0%.
 
On October 9, 1998, the parties to the Existing Credit Agreement entered into an
amendment thereto (the "Credit Agreement Amendment"), which, among other things,
provided for the release of all security interests in favor of the lenders,
increased the level of permitted stock repurchases from $100 million to $300
million and lowered the maximum ratio of Total Debt to EBITDA (each as defined
in the Existing Credit Agreement) permitted under the Existing Credit Agreement
from 5.0x to 4.0x.
 
On February 12, 1998, the Company completed the Universal Transaction. The
consideration paid to Universal included a cash payment of $1.6 billion, a
portion of which ($300.0 million plus interest)
 
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was deferred until no later than June 30, 1998. The Investment Agreement
relating to the Universal Transaction also contemplated that, on or prior to
June 30, 1998, the Company and Liberty would complete a transaction involving a
$300.0 million cash investment, plus an interest factor, by Liberty in the
Company through the purchase of USANi LLC shares. Pursuant to this agreement, on
June 30, 1998, Liberty contributed $308.5 million in exchange for 15,000,000
USANi LLC shares.
 
Pursuant to the Investment Agreement, the Company has granted to Universal and
Liberty preemptive rights with respect to future issuances of Common Stock and
Class B Common Stock, which generally allow Universal and Liberty the right to
maintain an ownership percentage equal to the ownership percentage such entity
held, on a fully converted basis, immediately prior to such issuance. In
addition, Universal had certain mandatory purchase obligations with respect to
Common Stock (or USANi LLC shares) issued with respect to the conversion of the
Home Shopping Debentures and the Ticketmaster Merger. During the period from
February 12, 1998 through July 27, 1998, Universal and Liberty contributed to
USAi and USANi LLC approximately $787.0 million pursuant to the preemptive
rights in exchange for Common Stock and USANi LLC shares. These preemptive
rights exercises are described more fully below. See "Certain Relationships and
Related Party Transactions -- Agreements with Universal and
Liberty -- Investment Agreement."
 
In connection with the Universal Transaction, the Company entered into a joint
venture agreement relating to the development of international general
entertainment television channels including international versions of USA
Network, The Sci-Fi Channel and Universal's action/adventure channel 13th
Street. Unless the Company elects to have Universal buy out its interest in the
venture, the Company and Universal will be 50-50 partners in the venture, which
will be managed by Universal. USANi LLC and Universal have each committed to
contribute $100 million in capital in the venture over a number of years. The
decision by the Company on whether to have Universal buy out its interest in the
joint venture is expected to be made during the first quarter of 1999.
 
In connection with the Universal Transaction and other strategic initiatives,
the Company anticipates that it will need to invest working capital in
connection with the development and expansion of its overall operations.
 
The Company implemented its plan to disaffiliate its television station in the
Miami/Ft. Lauderdale market in June 1998. The Company has incurred and will
continue to incur expenditures to develop programming and promotion of this
station, which during the development and transitional stage, may not be offset
by sufficient advertising revenues. The Company may also transition additional
broadcasting stations to the new format in 1999. The Company believes that the
process of disaffiliation can be successfully managed so as not to have a
material adverse effect on the Company and so as to maximize the value of the
broadcasting stations.
 
On June 24, 1998, the Company completed the Ticketmaster Merger by issuing
15,967,200 shares of Common Stock to the public shareholders of Ticketmaster and
converted 3.6 million options to acquire Ticketmaster common stock into options
to acquire Common Stock for a total consideration of $467.0 million. In
connection with the closing, the Company repaid all outstanding borrowings under
the Ticketmaster credit agreement using proceeds from the Existing Credit
Facility. In connection with the Ticketmaster Merger, Universal and Liberty
exercised their preemptive rights with respect to the issuance of shares of
Common Stock to the holders of Ticketmaster common stock. In the aggregate,
Universal and Liberty acquired 24,649,716 USANi LLC Shares in exchange for total
consideration of $493.0 million. Of that amount, $105.2 million was applied to
the remainder of the Universal deferred purchase price obligation (including
accrued interest) and the remainder was received in cash. These transactions
closed in July 1998.
 
On January 20, 1998, the Company consummated the sale of its Baltimore, Maryland
television station for $80.0 million. On June 18, 1998, the Company purchased a
television station serving the
 
                                       64
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Atlanta, Georgia, market. On June 18, 1998 the Company acquired the remaining
interest in an entity partially owned by the Company, which owned television
stations serving the Orlando, Florida, Portland, Oregon and Rapid City, South
Dakota markets. The aggregate purchase prices for these transactions was
approximately $70.0 million. The proceeds from the sale of the Baltimore station
were used, in part, to complete the purchase of the Atlanta station. On June 19,
1998 the Company sold the station serving Portland, Oregon for total cash
consideration of $30 million. On October 30, 1998, the Company sold the station
serving Rapid City, South Dakota for total consideration of $5.5 million.
 
As of March 1, 1998, the Company redeemed, at a redemption price of 104.7% of
the principal amount, all of Holdco's outstanding 5.875% Convertible
Subordinated Debentures (the "Home Shopping Debentures"). The Home Shopping
Debentures were all converted by the holders into an aggregate 7,499,022 shares
of Common Stock on or prior to the redemption date. In connection with their
preemptive mandatory and optional rights with respect to issuances of shares by
the Company, Universal exercised its right in connection with the redemption of
the Home Shopping Debentures which resulted in the issuance of 9,978,830 USANi
LLC shares, generating an increase in minority interest in USANi LLC of $199.6
million. Such amount reduced the Company's deferred purchase price liability by
the same amount. Liberty exercised its optional preemptive rights (related to
the redemption of the Home Shopping Debentures and the Universal preemptive
elections) in exchange for 4,697,327 shares of Common Stock, generating proceeds
of $93.9 million. The proceeds were used by USANi LLC to pay down debt
outstanding under the Existing Credit Facility. USAi, in turn, invested the
$93.9 million in USANi LLC in exchange for 4,697,327 Class A LLC Shares.
 
On February 20, 1998, the Company's Board of Directors approved the declaration
of a dividend to its stockholders in the form of a distribution of one share of
Common Stock for each share of common stock outstanding to holders of record as
of the close of business on March 12, 1998. The payment date for the dividend
was March 26, 1998. The two-for-one stock split also included an identical stock
dividend with respect to the Company's Class B Common Stock, paid in the form of
one share of Class B Common Stock for each share of Class B Common Stock
outstanding as of the close of business on March 12, 1998.
 
On July 30, 1998, the Company announced that its Board of Directors authorized a
stock repurchase program of up to 10 million shares of the Company's outstanding
common stock over the next 12 months, on the open market or in negotiated
transactions. The amount and timing of purchases, if any, will depend on market
conditions and other factors, including the Company's overall capital structure.
Funds for these purchases will come from cash on hand or borrowings under the
Existing Credit Facility.
 
On September 28, 1998, Ticketmaster Online was merged with a subsidiary of
CitySearch, a publisher of local city guides on the Web (the "CitySearch
Merger"), to create Ticketmaster Online-CitySearch. The Company had acquired
Ticketmaster Online as part of the Ticketmaster Transaction and has
preliminarily allocated to Ticketmaster Online a total of $154.8 million of the
goodwill resulting from the Company's acquisition of Ticketmaster. The
CitySearch Merger was accounted for using the "reverse purchase" method of
accounting, pursuant to which Ticketmaster Online was treated as the acquiring
entity for accounting purposes, and the portion of the assets and liabilities of
CitySearch acquired were recorded at their respective fair values under the
purchase method of accounting.
 
Prior to the CitySearch Merger, the Company owned approximately 11.8% of
CitySearch, which it had purchased for total consideration of $23.0 million.
Pursuant to the CitySearch Merger, the Company acquired 50.7% of CitySearch in
exchange for an effective 35.2% interest in Ticketmaster Online. The total
purchase price for the acquisition of the additional CitySearch interest was
 
                                       65
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approximately $120.9 million, substantially all of which was allocated to
goodwill which will be amortized over five years.
 
In connection with the Ticketmaster Online-CitySearch Transaction, on October 2,
1998, the Company commenced a tender offer to acquire from other TMCS
stockholders up to 2,924,339 shares of TMCS common stock. The Company purchased
1,997,502 TMCS shares pursuant to the tender offer, which was completed on
November 3, 1998, representing an additional 3.1% interest in CitySearch, for
total consideration of $17.3 million. On December 8, 1998, TMCS consummated an
initial public offering of its Class B Common Stock. Pursuant to the offering,
an aggregate of 8,050,000 shares of TMCS's Class B Common Stock were issued and
sold for aggregate net proceeds to TMCS of approximately $104 million. Upon
consummation of the TMCS initial public offering, TMCS paid approximately $51
million to USAi as repayment in full (including accrued interest) of a $50
million loan made by USAi to TMCS on August 12, 1998. As of December 31, 1998,
USAi beneficially owned 59.5% of the outstanding TMCS common stock, representing
67.3% of the total voting power of TMCS's outstanding common stock.
 
In connection with the CitySearch Merger, the Company recorded a deferred gain
of $65.8 million by exchanging a 35.2% interest in Ticketmaster Online with a
basis of $55.1 million for a 50.7% interest in CitySearch, which had a fair
value of $120.9 million. The gain was deferred because the stockholders of
CitySearch had various put options on their TMCS stock to USAi, which options
terminated upon the completion of the December 1998 initial public offering of
TMCS Class B Common Stock. This gain was recognized at the time of the
completion of the TMCS initial public offering.
 
CitySearch has experienced significant losses during its startup phase and the
Company expects TMCS to continue to incur losses for the foreseeable future as
it rolls out its product into new markets. As of December 31, 1998, TMCS had
approximately $100 million in cash which it believes is sufficient to cover
losses for the foreseeable future.
 
In Management's opinion, available cash, internally generated funds and
available borrowings will provide sufficient capital resources to meet the
Company's foreseeable needs.
 
During the nine months ended September 30, 1998, the Company did not pay any
cash dividends, and none are permitted under the Existing Credit Facility.
 
OTHER MATTERS
 
The Company is currently working to resolve the potential impact of the year
2000 on the processing of date-sensitive information by the Company's
computerized information systems. The year 2000 problem is the result of
computer programs being written using two digits (rather than four) to define
the applicable year. Any of the Company's programs that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000 which could result in miscalculation or system failures. Various systems
could be affected ranging from complex information technology ("IT") computer
systems to non-information technology ("non-IT") devices such as an individual
machine's programmable logic controller.
 
The Company is currently conducting a detailed assessment of all of its IT and
non-IT hardware and software to assess the scope of its year 2000 issue. The
Company has potential exposure in technological operations within the sole
control of the Company and in technological operations which are dependent in
some way on one or more third parties. The Company believes that it has
preliminarily identified all significant technological areas within its control.
The Company has initiated communications with significant vendors and customers
to confirm their plans to become Year 2000 compliant and is assessing any
possible risk to or effects on the Company's operations. The Company believes
that, with respect to technological operations which are dependent on third
parties,
 
                                       66
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the significant areas of potential risk are the ability of cable operators to
receive the signal transmission of USA Network, The Sci-Fi Channel and the HSN
Services, and the ability of banks and credit card processors to process credit
card transactions. The Company expects its Year 2000 assessment, remediation,
implementation and testing to be completed by the second quarter of 1999 with
the exception of certain of its systems at Ticketmaster which are scheduled to
be completed by October 1999.
 
Because the assessment is still in progress, it is not possible at this time to
predict with any reasonable certainty the total cost to remediate all Year 2000
issues. However, the Company believes that the total costs associated with the
Year 2000 issue will not exceed $10 million (exclusive of capital expenditures
that are currently planned to replace existing hardware and software systems as
part of the Company's ongoing efforts to upgrade its infrastructure and
systems). The figure will be revised as a result of further assessment.
 
Accordingly, based on existing information, the Company believes that the costs
of addressing potential problems will not have a material adverse effect on the
Company's financial position, results of operations or cash flows in future
periods. However, if the Company, its customers or vendors were unable to
resolve such issues in a timely manner, it could result in a material adverse
effect on the Company's financial position, results of operations or cash flows.
The Company plans to devote the necessary resources to resolve all significant
year 2000 issues in a timely manner.
 
The Company is currently focusing its efforts on identification and remediation
of its Year 2000 exposures and has not yet developed contingency plans in the
event it does not successfully complete all phases of its Year 2000 program. The
Company intends to examine its status in the first quarter of 1999, and
periodically thereafter, to determine whether such plans are necessary.
 
SEASONALITY
 
The Company's businesses are subject to the effects of seasonality.
Consequently, the operating results for the quarter and nine months ended
September 30, 1998 for each line of business, and for the Company as a whole,
are not necessarily indicative of results for the full year.
 
Networks and Television Production revenues are influenced by advertiser demand
and the seasonal nature of programming, and generally peak in the spring and
fall.
 
The Company believes seasonality impacts its Electronic Retailing segment but
not to the same extent it impacts the retail industry in general.
 
Ticketing Operations revenues are occasionally impacted by fluctuation in the
availability of events for sale to the public.
 
                                       67
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                                    BUSINESS
 
GENERAL
 
The Company, through its subsidiaries, is a leading media and electronic
commerce company. The Company is organized along five principal lines of
business:
 
- - NETWORKS AND TELEVISION PRODUCTION, which includes Networks and Studios USA.
  Networks operates USA Network and The Sci-Fi Channel cable television networks
  and Studios USA produces and distributes television programming.
 
- - TELEVISION BROADCASTING, which includes television stations.
 
- - ELECTRONIC RETAILING, which consists primarily of the Home Shopping Network
  and America's Store, which are engaged in the electronic retailing business.
 
- - TICKETING OPERATIONS, which primarily represents Ticketmaster, the leading
  provider of automated ticketing services in the United States, and
  Ticketmaster Online, Ticketmaster's exclusive agent for online ticket sales.
 
- - INTERNET SERVICES, which represents the Company's online retailing networks
  business and CitySearch online local city guide business.
 
USANi LLC is an indirect subsidiary of the Company that holds virtually all of
the Company's businesses other than Ticketmaster, Ticketmaster Online-CitySearch
and USA Broadcasting. USANi LLC was formed on February 12, 1998 in connection
with the Universal Transaction. USANi LLC was formed primarily to hold the
Company's non-broadcast businesses in order to comply with FCC restrictions on
foreign ownership of entities controlling domestic television broadcast licenses
and for certain other tax and regulatory reasons. See "Corporate History."
 
NETWORKS AND TELEVISION PRODUCTION
 
Networks
 
Networks operates two domestic advertiser-supported 24-hour cable television
networks -- USA Network and The Sci-Fi Channel. Since its inception in 1977, USA
Network has grown into one of the nation's most widely distributed and viewed
satellite-delivered television networks. According to Nielsen Media Research, as
of December 1998, USA Network was available in approximately 75.2 million U.S.
households (76% of the total U.S. households with televisions). For the 1998
year, USA Network earned the highest primetime rating of any domestic basic
cable network, with an average rating of 2.3 in primetime for the 12-month
period (Source: Nielsen Media Research). USA Network is a general entertainment
network featuring original series and movies, theatrical movies, off-network
television series and major sporting events, designed to appeal to the available
audiences during particular viewing hours. In general, USA Network's programming
is targeted at viewers between the ages of 18 to 54.
 
The Sci-Fi Channel was launched in 1992. It has been one of the fastest-growing
satellite-delivered networks since its inception. According to Nielsen Media
Research, as of December 1998, The Sci-Fi Channel was available in 52.6 million
U.S. households (53% of the total U.S. households with televisions). The Sci-Fi
Channel features science fiction, horror, fantasy and science-fact oriented
programming. In general, The Sci-Fi Channel's programming is designed to appeal
to viewers between the ages of 18 to 49. According to Nielsen Media Research,
the Sci-Fi Channel averaged a prime time 0.9 rating for the fourth quarter of
1998, a 50% gain over its fourth quarter 1997 average.
 
USA Network and The Sci-Fi Channel derive virtually all of their revenues from
two sources. The first is the per-subscriber fees paid by the cable operators
and other distributors. The second is from
 
                                       68
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the sale of advertising time within the programming carried on each of the
networks. TCI, which is the parent company of Liberty, and Time Warner together
represent nearly 40% of USA Network's distribution and more than 30% of The
Sci-Fi Channel's distribution. The Company is currently in negotiations with TCI
to renew its distribution agreement for USA Network. See "Certain Relationships
and Related Party Transactions -- Relationship with Liberty."
 
PROGRAMMING AND TRANSMISSION.  Presently, USA Network's program line-up features
original series, produced exclusively for USA Network, including the following:
La Femme Nikita, Silk Stalkings and Pacific Blue. USA Network also exhibits
approximately 22 movies produced exclusively for it each year. USA Network's
programming includes off-network series such as Baywatch and Walker, Texas
Ranger and major theatrically-released feature films. USA Network is home to
exclusive midweek coverage of the U.S. Open Tennis Championships and early round
coverage of The Masters and major PGA Tour golf events.
 
USA Network typically enters into long-term agreements for its major off-network
series programming. Its original series commitments usually start with less than
a full year's commitment, but contain options for further production over
several years. USA Network is planning to produce some original programming to
enable it to control all of the rights to such programs. These original
productions will include both series and made-for-television movies. USA Network
acquires theatrical films in both their "network" windows and "pre-syndication"
windows. Under these arrangements, the acquisition of such rights is often
concluded many years before the actual exhibition of the films begins on the
network. USA Network's original films start production less than a year prior to
their initial exhibition. USA Network typically obtains the right to exhibit
both its acquired theatrical films and original films numerous times over
multiple year periods.
 
The Sci-Fi Channel's program lineup includes original programs produced
specifically for it, such as Sliders and Mystery Science Theater 3000 (and
starting in March 1999, is expected to include Farscape and Poltergeist), as
well as science fiction movies and classic science fiction series, such as the
original Star Trek, The Twilight Zone and Quantum Leap. The Sci-Fi Channel's
programming arrangements for off-network series, original series, theatrical
movies and original movies are similar to those entered into by USA Network.
 
USA Network and The Sci-Fi Channel each distribute their programming service on
a 24-hour per day, seven day per week basis. Both networks are distributed in
all 50 states and Puerto Rico via satellite for distribution by cable television
systems and direct broadcast satellite systems and for satellite antenna owners
by means of satellite transponders owned and leased by Networks. Any cable
television system or individual satellite dish owner in the United States and
its territories and possessions equipped with standard satellite receiving
facilities is capable of receiving Networks' programs.
 
Networks has the full-time use of four transponders on two domestic
communications satellites, although one of those transponders has been
subleased, and is available only in the event of certain catastrophic events.
Like Home Shopping Network, each of the transponders is a "protected"
transponder. A transponder failure that would necessitate a move to another
transponder on the same satellite would not result in any significant
interruption of service to those that receive Networks' programs. However, a
failure that would necessitate a move to another satellite temporarily may
affect the number of cable systems which receive Networks programs (as well as
other programming carried on the failed satellite) because of the need to
install equipment or to reorient earth stations. The projected ends of life of
the two satellites utilized by Networks are May, 2004 and March, 2006,
respectively.
 
Networks' control of two different transponders on each of two different
satellites would enable it to continue transmission of its programs should
either one of the satellites fail. Although Networks
 
                                       69
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believes it is taking every reasonable measure to ensure its continued satellite
transmission capability, there can be no assurance that termination or
interruption of satellite transmission will not occur. Such a termination or
interruption of service by one or both of these satellites could have a material
adverse effect on the operations and financial condition of the Company. The
availability of replacement satellites and transponders is dependent on a number
of factors over which Networks has no control, including competition among
prospective users for available transponders and the availability of satellite
launching facilities for replacement satellites.
 
Each of the networks enters into agreements with cable operators and other
distributors which agree to carry the programming service, generally as part of
a package with other advertiser-supported programming services. These agreements
are multi-year arrangements in which the distributor pays Networks a fee for
each subscriber to the particular programming service.
 
Television Production
 
The Company through Studios USA produces and distributes television programs and
motion picture films intended for initial exhibition on television and home
video in both domestic and international markets. These productions include
original programming for network television, first-run syndication through local
television stations, pay television, basic cable and home video and
made-for-television movies. Studios USA also is the exclusive domestic
distributor of the Universal television library.
 
Studios USA and its predecessor companies have produced programming for network
television since the early 1950s and Studios USA remains a major supplier of
network and first-run syndication programming today, including Law & Order,
Hercules: The Legendary Journeys and Xena: Warrior Princess. For the 1998/1999
broadcast season, Studios USA is launching two new series for CBS and one new
sitcom series for ABC. Studios USA generally retains foreign and off-network
distribution rights for programming originally produced for television networks.
In addition, Studios USA distributes original television programming in domestic
markets for first-run syndication as well as exhibition on basic cable and other
media and generally retains foreign distribution rights.
 
Television production generally includes four steps: development,
pre-production, principal photography and post-production. The
production/distribution cycle represents the period of time from development of
the property through distribution and varies depending upon such factors as type
of product and primary form of exhibition. Pursuant to a facilities lease
agreement, Studios USA's production activities are centered on the Universal
production lot. Some television programs and films are produced, in whole or in
part, at other locations both inside and outside the United States.
 
Development of television programs and films begins with ideas and concepts of
producers and writers, which form the basis of a television series or film.
Producers and writers are frequently signed to term agreements generally
providing Studios USA with exclusive use of their services for a term ranging
from one to five years in the case of producers and one to two years in the case
of writers. Term agreements are signed with such talent to develop network
comedy and drama and first-run syndication programming. Term agreements are also
signed with actors, binding them to Studios USA for a period of time during
which Studios USA attempts to attach them to a series under development. These
term agreements represent a significant investment for Studios USA.
 
In the case of network development, the ideas and concepts developed by
producers and writers are presented to broadcast networks to receive their
approval to develop a "pilot" that could possibly become a commitment from the
network to license a minimum number of episodes based on the pilot. In general,
the production cycle for network programming begins with the presentation of
pilot concepts to network broadcasters in the fall of each year. Each May,
networks release their fall schedules, committing to the series production of
pilots, renewing existing programs and canceling others. Networks typically
commit to seven to thirteen episodes for such new series with options to
 
                                       70
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acquire additional episodes for a negotiated license fee and twenty-two episodes
for a renewed series. Production on these series begins in June and continues
through March, depending upon the network commitment. The network broadcast
season runs from September through May. Studios USA incurs production costs
throughout the production cycle up through completion of an episode while
networks remit a portion of the license fees to Studios USA upon commencement of
episodic production and a portion upon delivery of episodes.
 
Several of Studios USA's subsidiary companies are individually and separately
engaged in the development and/or production of television programs. Certain of
these subsidiaries are also signatories to various collective bargaining
agreements within the entertainment industry. The most significant of these are
the agreements with the Writers Guild of America ("WGA"), the Directors Guild of
America ("DGA") and the Screen Actors Guild ("SAG"), which agreements typically
have a term of several years and then require re-negotiation.
 
TELEVISION PRODUCTION CUSTOMERS.  Studios USA produces television films for the
U.S. broadcast networks for prime time television exhibition. Certain television
films are initially licensed for network television exhibition in the U.S. and
are simultaneously syndicated outside the U.S. Historically, Studios USA'
customers for network television film product have been concentrated with the
three established major U.S. television networks -- ABC, CBS and NBC. In recent
years, Fox Broadcasting, UPN and the WB Network have created new networks,
decreasing to some extent Studios USA' dependence on ABC, CBS and NBC and
expanding the outlets for its network product. Revenue from licensing agreements
is recognized in the period that the films are first available for telecast.
Programming consists of various weekly series and "made for television" feature
length films. 1998 network programming includes the returning production Law &
Order and three new series -- Payne and Turks on CBS, and Brothers Keeper on
ABC. In the initial telecast season, the network license provides for the
production of a minimum number of episodes, with the network having the option
to order additional episodes for both the current and future television seasons.
Network licenses give the networks the exclusive right to telecast new episodes
of a given series for a period of time, generally four to five years. The
success of any one series may be influenced by the time period in which the
network airs the series, the strength of the programs against which it competes,
promotion of the series by the network and the overall commitment of the network
to the series.
 
In addition to the broadcast networks, Studios USA has had a long-standing
relationship with USA Network, The Sci-Fi Channel, and Sci-Fi Europe (which was
contributed to the joint venture between Universal and the Company), producing
original programming and licensing off-network and off-syndication product. In
recent years, Studios USA has typically licensed seven to ten made-for-
television movies per year to USA Network and has produced the original series
Weird Science and Campus Cops for the network. Studios USA is currently
producing the original series Sliders for The Sci-Fi Channel and has licensed 48
previously developed episodes of Sliders that had originally aired on the Fox
Network. Studios USA has licensed to USA Network off-syndication episodes of
Hercules: The Legendary Journeys and Xena: Warrior Princess and off-network
episodes of New York Undercover.
 
Studios USA also produces television film product that is initially syndicated
directly to independent television stations for airing throughout the broadcast
day and to network affiliated stations for non-primetime airing. 1998 first-run
syndication programming includes one hour weekly series including returning
productions of Hercules: The Legendary Journeys and Xena: Warrior Princess as
well as the initial year production of Young Hercules and talk shows including
returning productions of The Sally Jessy Raphael Show and The Jerry Springer
Show. In addition, in the fall of 1998, Studios USA launched Maury, hosted by
talk show veteran Maury Povich.
 
                                       71
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Studios USA licenses television film product to independent stations and
directly to network affiliated stations in return for either a cash license fee,
barter or part-barter and part-cash. Barter syndication is the process whereby
Studios USA obtains commitments from television stations to broadcast a program
in certain agreed upon time periods. Studios USA retains advertising time in the
program in lieu of receiving a cash license fee, and sells such retained
advertising time for its own account to national advertisers at rates based on
the projected number of viewers. By placing the program with television stations
throughout the United States, an "ad hoc" network of stations is created to
carry the program. The creation of this ad hoc network of stations, typically
representing a penetration of at least 80% of total U.S. television households,
enables Studios USA to sell the commercial advertising time through advertising
agencies for sponsors desiring national coverage. The rates charged for this
advertising time are typically lower than rates charged by U.S. broadcast
networks for similar demographics since the networks' coverage of the markets is
generally greater. In order to create this ad hoc network of stations and reach
80% of total U.S. television households, Studios USA must syndicate its
programming with stations that are owned and operated by the major broadcast
networks and station groups, which are essentially entities which own many
stations in the major broadcast markets across the United States. Without
commitments from broadcast network stations and station groups, the necessary
market penetration may not be achieved which may adversely affect the chances of
success in the first-run syndication market.
 
Generally, television films produced for broadcast or cable networks or barter
syndication provide license fees and/or advertising revenues that cover only a
portion of the anticipated production costs. The recoverability of the balance
of the production costs and the realization of profits, if any, is dependent
upon the success of other exploitation including international syndication
licenses, subsequent basic cable and domestic syndication licenses, releases in
the home video market, merchandising and other uses. Pursuant to an agreement
with Universal, Studios USA has the right to include eligible product in
Universal's international free television output and volume agreements with
television broadcasters in major international territories. These agreements
represent a substantial revenue source for Studios USA.
 
DISTRIBUTION.  In general, during a series' initial production years (i.e.,
seasons one to four), domestic network and international revenues fall short of
production costs. As a result, the series will likely remain in a deficit
position until sold in the domestic syndication market. The series will be
available for airing in the off-network syndication market after a network's
exclusivity period ends, typically the September following the completion of the
third or fourth network season (or the subsequent season if the series was a
mid-season order). For a successful series, the syndication sales process
generally begins during the third network season. The price that a series will
command in syndication is a function of supply and demand. Studios USA
syndicated series are sold for cash and/or bartered services (i.e., advertising
time) for a period of at least five years. Barter transactions have played an
increasingly important role in the syndication process as they can represent a
majority of the distributor's syndication revenue.
 
Studios USA will distribute its current programming domestically. In addition,
the Company and Universal have agreed that Studios USA will have the exclusive
right to distribute domestically Universal's large television library, with
programming dating back to the 1950s and including such series as Alfred
Hitchcock Presents; The Virginian; Marcus Welby, M.D.; Dragnet; Columbo; Kojak;
The Rockford Files; Murder She Wrote; Magnum P.I.; Miami Vice; Coach and
Northern Exposure. Studios USA also has the exclusive right, with limited
exceptions, to distribute domestically television programming produced by
Universal during the next 15 years.
 
In addition, the Company and Universal have agreed that Universal will have the
exclusive right, again with limited exceptions, to distribute all Studios USA
programming internationally. In that regard, Universal has recently signed
several output and volume agreements with international
 
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television broadcasters that include programming produced by Studios USA. In May
1996, Universal signed a free television output and co-production agreement with
Germany's RTL. The ten-year agreement covers all new and existing product
distributed by Universal to RTL, UFA and CLT broadcasting outlets in Germany and
other German-speaking territories and provides that RTL will co-produce a
minimum number of series from Universal and Studios USA over the term of the
agreement, providing a portion of each series' production costs. With regard to
the output arrangement, RTL has exclusive first-run free television rights in
its territories to carry every series and television movie made by Universal and
Studios USA during the term of the agreement. In 1997, Universal signed similar
volume agreements in France, Spain, Italy and the United Kingdom in which the
licensor generally committed to license a minimum number per year of first-run
series and first-run television movies during a specified term in the territory.
Pursuant to the terms of the international distribution agreement between the
Company and Universal, the Company's eligible programming will have the first
right to participate in Universal's international output and volume agreements
with international television broadcasters, including in Germany, France, Spain,
Italy and the United Kingdom.
 
Studios USA also produces "direct to video" programming. Studios USA has
licensed a third party to sell videos of The Jerry Springer Show that contain
portions of previously produced programs that had been edited out when the
episodes aired on television.
 
TELEVISION BROADCASTING
 
The Company's television broadcasting operations are conducted through USA
Broadcasting. USA Broadcasting, through its wholly owned subsidiaries, owns and
operates 13 full-power UHF television stations, including one satellite station,
which comprise the USA Station Group. The USA Station Group owns television
stations in 12 of the nation's top 22 markets, including seven of the top 10
markets, which reach approximately 31% of television households in the United
States. USA Broadcasting also owns minority interests in an additional four
full-power UHF television stations which reach approximately 7% of television
households in the United States.
 
With the exception of the television stations serving the Miami/Ft. Lauderdale
and Atlanta markets, each of USA Broadcasting's full-power television stations
airs Home Shopping Network's electronic-retail sales programming. Contingent
upon consideration of the possible impact on Home Shopping Network in each
market, as part of its efforts to maximize the value of the USA Broadcasting
stations, the Company intends over time to disaffiliate the USA Station Group
stations from Home Shopping Network and develop and program the stations
independently.
 
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                      SUMMARY OF USA STATION GROUP MARKETS
 


                                                                           HOUSEHOLDS IN
                                                                            DESIGNATED                LICENSE
TELEVISION                                   CHANNEL      METROPOLITAN      MARKET AREA      DMA     EXPIRATION
STATION                     CITY OF LICENSE    NO.        AREA SERVED       ("DMA")(1)     RANK(1)      DATE
- ----------                  ---------------  -------   ------------------  -------------   -------   ----------
                                                                                   
WHSE-TV(2)................  Newark, NJ         68      New York, NY          6,755,510        1         6/1/99
WHSI-TV(2)................  Smithtown, NY      67      New York, NY          6,755,510        1         6/1/99
KHSC-TV...................  Ontario, CA        46      Los Angeles, CA       5,009,230        2        12/1/06
WEHS-TV...................  Aurora, IL         60      Chicago, IL           3,140,460        3        12/1/05
WHSP-TV...................  Vineland, NJ       65      Philadelphia, PA      2,659,260        4         6/1/99
WHSH-TV...................  Marlborough, MA    66      Boston, MA            2,174,300        6         4/1/99(3)
KHSX-TV...................  Irving, TX         49      Dallas, TX            1,899,330        8         8/1/06
WNGM-TV...................  Athens, GA         34      Atlanta, GA           1,674,700       10         4/1/05
KHSH-TV...................  Alvin, TX          67      Houston, TX           1,624,340       11         8/1/06
WQHS-TV...................  Cleveland, OH      61      Cleveland, OH         1,469,010       13        10/1/05
WBHS-TV...................  Tampa, FL          50      Tampa/                1,435,520       15         2/1/05
                                                       St. Petersburg, FL
WAMI-TV...................  Hollywood, FL      69      Miami, FL             1,385,940       16         2/1/05
WBSF-TV...................  Melbourne, FL      43      Orlando, FL           1,041,380       22         2/1/05

 
- -------------------------
 
(1) Estimates by Nielsen Marketing Research as of January 1998. For multiple
    ownership purposes, the FCC attributes only 50% of a market Area of Dominant
    Influence ("ADI") reach to UHF stations. Arbitron ADI's, like Nielsen DMA's,
    are measurements of television households in television markets throughout
    the country. For the Company's purposes, ADI and DMA measurements do not
    materially differ.
 
(2) Operating as a satellite of WHSE-TV, WHSI-TV primarily rebroadcasts the
    signal of WHSE-TV. Together, the two stations serve the metropolitan New
    York City television market and are considered one station for FCC multiple
    ownership purposes.
 
(3) Renewal pending.
 
Broadcast Station Transactions
 
In January 1998, certain entities controlled by the Company sold to United
Television, Inc. the assets of television station WHSW-TV, Baltimore, Maryland
for $80 million.
 
In June 1998, certain entities controlled by the Company acquired from Paxson
Communications of Atlanta-14, Inc. the assets of television station WNGM-TV,
Channel 34, Athens, Georgia which serves the Atlanta metropolitan area for $50
million.
 
In June 1998, USA Broadcasting acquired all of the membership interests of
Blackstar L.L.C. ("Blackstar"), other than those already owned by USA
Broadcasting, for $17 million, plus $1.5 million as consideration for consulting
agreements by two of the selling members. At the time, Blackstar was the parent
company of the licensees of television stations WBSF(TV), Melbourne, Florida and
KBSP-TV, Salem, Oregon, which serve all or portions of the metropolitan areas of
Orlando, Florida and Portland, Oregon, respectively. Both of these television
stations were affiliates of Home Shopping Network and carried Home Shopping
Network programming on a substantially full-time basis. Blackstar was also the
parent company of the licensee of television station KEVN-TV, Rapid City, South
Dakota, and its satellite station, KIVV-TV, licensed to Lead-Deadwood, South
Dakota, both of which are affiliated with, and carry the programming of, Fox
Broadcasting Company.
 
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Concurrently with USA Broadcasting's acquisition of the remaining membership
interests of Blackstar, Blackstar sold the assets of the Salem, Oregon
television station to Paxson Communications Corporation, and Home Shopping
Network terminated the Home Shopping Network affiliation of the station for
other consideration. On October 30, 1998, Blackstar sold the stock of the entity
controlling the South Dakota television stations to Mission TV, LLC.
 
SF Broadcasting consisted of SF Multistations, Inc. ("SF Multistations"), and
its wholly owned subsidiaries, which owned television station KHON-TV, Honolulu,
Hawaii (with its satellite stations KAII(TV), Wailuku, Hawaii and KHAW(TV),
Hilo, Hawaii); WALA-TV, Mobile, Alabama; and WVUE-TV, New Orleans, Louisiana,
and SF Broadcasting of Wisconsin, Inc. ("SF Wisconsin") and its wholly owned
subsidiaries, which owned WLUK, Green Bay, Wisconsin. Savoy Stations, Inc.
("Savoy Stations"), an indirect wholly owned subsidiary of the Company, owned
50% of the common equity and 100% of the voting stock of each of SF Wisconsin
and SF Multistations. A subsidiary of Fox Television Stations, Inc. owned 50% of
the common equity of SF Multistations and SF Wisconsin. On July 16, 1998, SF
Multistations and SF Wisconsin sold the assets of their stations to Emmis
Communications Corporation for $307 million.
 
As of December 31, 1998, USA Broadcasting and its affiliates held minority
interests in several television stations as described below:
 
An affiliate of USA Broadcasting owns a 45% nonvoting common stock interest in
the following entities: Roberts Broadcasting Company, which owns Station
WHSL(TV), East St. Louis, Illinois, serving the St. Louis, Missouri metropolitan
area; Urban Broadcasting Corporation ("Urban"), which owns Station WTMW(TV),
Arlington, Virginia, serving the Washington, D.C. metropolitan area; and Roberts
Broadcasting Company of Denver, which owns Station KTVJ(TV), Boulder, Colorado,
serving the Denver, Colorado metropolitan area. All of these stations carry Home
Shopping Network programming. Various court actions are pending among various
subsidiaries of the Company involving, among other things, performance issues
concerning the affiliation agreements for each of the aforementioned stations.
 
On April 26, 1996, Channel 66 of Vallejo, California, Inc. ("Channel 66"), an
entity in which an affiliate of USA Broadcasting holds a 49% nonvoting common
stock interest, consummated the acquisition of Station KPST-TV, Vallejo,
California which serves the San Francisco market.
 
A subsidiary of USA Broadcasting has an option to purchase a 45% nonvoting
common stock interest in Jovon Broadcasting Company ("Jovon"), the licensee of
Station WJYS(TV), Hammond, Indiana, serving the Chicago, Illinois television
market. Jovon has contested the validity of the option. See "-- Legal
Proceedings." The licensee of WJYS(TV) has filed a petition with the FCC that
questions whether the FCC, in a 1996 ruling, intended to rewrite the option to
permit a partial exercise. The Company has opposed that petition. In addition,
the Company is seeking, in a Florida court, action to enforce its rights under
the option.
 
LPTV Stations
 
The Company's 26 low power television stations (the "LPTV Stations") are located
in the New York, New York; Atlanta, Georgia; St. Petersburg, Florida; St. Louis,
Missouri; Knoxville, Tennessee; Minneapolis, Minnesota; New Orleans, Louisiana;
Roanoke, Virginia; Tucson, Arizona; Tulsa, Oklahoma; Wichita, Kansas; Columbus,
Ohio; Kansas City, Missouri; Springfield, Illinois; Huntington, West Virginia;
Champaign, Illinois; Toledo, Ohio; Portsmouth, Virginia; Raleigh, North
Carolina; Des Moines, Iowa; Shreveport, Louisiana; Spokane, Washington;
Pensacola, Florida; Birmingham, Alabama; Mobile, Alabama; and Jacksonville,
Florida areas. The Company's LPTV Stations, for the most part, carry America's
Store. The LPTV Stations have an average coverage radius of 10-12 miles and an
average transmitter power of 1,000-2,000 watts. This contrasts with the
 
                                       75
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Company's full-power UHF television stations, which cover an average radius of
45-55 miles and have an average transmitter power of 120,000 watts. Each of the
LPTV Stations are regarded by the FCC as having secondary status to full power
stations and are subject to being displaced by changes in full power stations
resulting from digital television allotments.
 
PROGRAMMING.  Each of the USA Station Group stations ("USA Stations") (other
than the stations in the Miami/Ft. Lauderdale and Atlanta markets), through the
applicable subsidiaries, broadcasts Home Shopping Network for approximately 164
hours per week. As part of its efforts to maximize the value of the USA Station
Group, the Company intends over time, subject to consideration of the possible
impact on Home Shopping Network on a market by market basis, to disaffiliate the
USA Station Group stations from Home Shopping Network and develop and program
the stations independently. In June 1998, USA Broadcasting implemented its plans
to disaffiliate WAMI-TV, its television station in the Miami/Ft. Lauderdale
market. Instead of Home Shopping Network programming, the station now airs news,
sports and entertainment programming.
 
Upon disaffiliation, substantial expenditures are and will be required to
develop USA Broadcasting programming and promotions on the USA Stations, which,
during this developmental and transitional stage, would not be offset by
sufficient advertising revenues. Additionally, the Company may also incur
additional expenses and cash outflows (including the making of up-front
payments), which could be substantial, in connection with entering into cable
distribution agreements to secure carriage of Home Shopping Network programming
and/or the USA Stations' programming. Furthermore, disaffiliation will disrupt
Home Shopping Network's ability to reach some of its existing customers which
may cause a reduction in the Company's revenues. The Company believes that the
process of disaffiliation can be successfully managed to minimize these adverse
consequences while maximizing the value of the USA Stations.
 
There can be no assurance that, if Home Shopping Network and the USA Stations
disaffiliate, the Company will be successful in its strategy to develop and
broadcast new programming formats, whether on a local or national basis, or that
the Company will be able to find other means of distributing its Home Shopping
Network programming on favorable terms to the households in the broadcast areas
currently served by USA Station Group stations. The consequences of any of the
foregoing decisions will impact the business, financial condition and results of
operations of the Company.
 
ELECTRONIC RETAILING
 
Home Shopping Network sells a variety of consumer goods and services by means of
live, customer-interactive electronic retail sales programs which are
transmitted via satellite to cable television systems, affiliated broadcast
television stations and satellite dish receivers. Home Shopping Network operates
two retail sales programs, Home Shopping Network ("Home Shopping Network" or
"HSN") and America's Store, each 24 hours a day, seven days a week.
 
Home Shopping Network retail sales and programming are intended to promote sales
and customer loyalty through a combination of product quality, price and value,
coupled with product information and entertainment. The HSN Services are carried
by cable television systems and broadcast television stations throughout the
country. The HSN Services are divided into segments which are televised live
with a host who presents the merchandise, sometimes with the assistance of a
guest representing the product vendor, and conveys information relating to the
product. Viewers purchase products by calling a toll-free telephone number.
According to Nielsen Media Research, as of December 31, 1998, Home Shopping
Network was available in approximately 69.3 million unduplicated households,
including approximately 53.4 million cable households.
 
                                       76
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The following table highlights the changes in the estimated unduplicated
television household reach of HSN, Home Shopping Network's primary service, by
category of access for the year ended December 31, 1998:
 


                                                 CABLE    BROADCAST   SATELLITE   TOTAL
                                                 ------   ---------   ---------   ------
                                                      (IN THOUSANDS OF HOUSEHOLDS)
                                                                      
Households -- December 31, 1997................  51,362    16,645       2,100     70,107
Net additions/(deletions)......................   1,592    (2,302)        (72)      (782)
Shift in classification........................     501      (501)          0          0
Change in Nielsen household counts.............      --         0           0          0
                                                 ------    ------       -----     ------
Households -- December 31, 1998................  53,455    13,842       2,028     69,325
                                                 ======    ======       =====     ======

 
Households capable of receiving both broadcast and cable transmissions are
included under cable and therefore are excluded from broadcast to present
unduplicated household reach. Cable households included 5.0 million and 4.0
million direct broadcast satellite ("dbs") households at December 31, 1998 and
1997, respectively, and therefore are excluded from satellite.
 
According to industry sources, as of December 31, 1998, there were 98.0 million
homes in the United States with a television set, 67.0 million basic cable
television subscribers and 2.0 million homes with satellite dish receivers,
excluding dbs.
 
As of December 31, 1998, America's Store reached approximately 9.5 million cable
television households of which 3.6 million were on a part-time basis. Of the
total cable television households receiving America's Store, 7.7 million also
receive HSN.
 
Customer Service and Return Policy
 
Home Shopping Network believes that satisfied customers will be loyal and will
purchase merchandise on a regular basis. Accordingly, Home Shopping Network has
customer service personnel and computerized voice response units (the "VRU")
available to handle calls relating to customer inquiries 24 hours a day, seven
days a week. Generally, any item purchased from Home Shopping Network may be
returned within 30 days for a full refund of the purchase price, including the
original shipping and handling charges.
 
Distribution, Data Processing and Telecommunications
 
Home Shopping Network's fulfillment subsidiaries store, service and ship
merchandise from warehouses located in Salem, Virginia and Waterloo, Iowa.
Generally, merchandise is delivered to customers within seven to ten business
days of the receipt by Home Shopping Network of the customer's payment for an
order.
 
Home Shopping Network currently operates multiple main frame and distributed
computing platforms and has extensive computer systems which track purchase
orders, inventory, sales, payments, credit authorization, and delivery of
merchandise to customers. During 1998, Home Shopping Network took steps to
upgrade many of its computer systems which will continue through 1999.
 
Home Shopping Network has digital telephone and switching systems and utilizes
the VRU, which allows callers to place their orders by means of touch tone input
or to be transferred to an operator.
 
                                       77
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Product Purchasing and Liquidation
 
Home Shopping Network purchases merchandise made to its specifications,
merchandise from manufacturers' lines, merchandise offered under certain
exclusive rights and overstock inventories of wholesalers. The mix of products
and source of such merchandise depends upon a variety of factors including price
and availability. Home Shopping Network generally does not have long-term
commitments with its vendors, and there are various sources of supply available
for each category of merchandise sold.
 
Home Shopping Network's product offerings include: jewelry; hardgoods, which
include fitness products, consumer electronics, collectibles, housewares, and
consumables; health and beauty, which consists primarily of cosmetics;
softgoods, which consist primarily of apparel; and fashion accessories. For
1998, jewelry, hardgoods, health and beauty, softgoods and fashion accessories
accounted for approximately 28.7%, 40.6%, 14.3%, 12.1% and 4.3%, respectively,
of Home Shopping Network's net sales.
 
Home Shopping Network liquidates excess inventory through its four outlet stores
located in the Tampa Bay and Orlando areas and one outlet store in the Chicago
area which opened in November 1998. Damaged merchandise is liquidated by Home
Shopping Network through traditional channels.
 
Transmission and Programming
 
Home Shopping Network produces the HSN Services in its studios located in St.
Petersburg, Florida. The HSN Services are distributed to cable television
systems, broadcast television stations, dbs and satellite antenna owners by
means of Home Shopping Network's satellite uplink facilities to satellite
transponders leased by Home Shopping Network. Any cable television system,
broadcast television station or individual satellite dish owner in the United
States and the Caribbean Islands equipped with standard satellite receiving
facilities is capable of receiving the HSN Services.
 
Home Shopping Network has lease agreements securing full-time use of three
transponders on three domestic communications satellites, although one of those
transponders has been subleased as described below. Each of the transponder
lease agreements grants Home Shopping Network "protected" rights. When the
carrier provides services to a customer on a "protected" basis, replacement
transponders (i.e., spare or unassigned transponders) on the satellite may be
used in the event the "protected" transponder fails. Should there be no
replacement transponders available, the "protected" customer will displace a
"preemptible" transponder customer on the same satellite. The carrier also
maintains a protection satellite and should a satellite fail completely, all
"protected" transponders would be moved to the protection satellite which is
available on a "first fail, first served" basis.
 
Use of the transponder which Home Shopping Network subleases may, however, be
preempted in order to satisfy the owner's obligations to provide the transponder
to another lessee on the satellite in the event that the other lessee cannot be
restored to service through the use of spare or reserve transponders (the
"Special Termination Right"). As of June 5, 1995, Home Shopping Network
discontinued use of this satellite transponder for which it has a non-cancelable
operating lease calling for monthly payments of approximately $150,000 through
December 31, 2006. In 1996, Home Shopping Network subleased this satellite
transponder for a term of 10 years with an option to cancel after four years.
The monthly sublease rental is in excess of the monthly payment.
 
A transponder failure that would necessitate a move to another transponder on
the same satellite would not result in any significant interruption of service
to the cable systems and/or television stations which receive the HSN Services.
However, a failure that would necessitate a move to another satellite may
temporarily affect the number of cable systems and/or television stations which
 
                                       78
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receive the HSN Services (as well as all other programming carried on the failed
satellite) because of the need to install equipment or to reorient earth
stations.
 
The terms of two of the satellite transponder leases utilized by Home Shopping
Network are for the life of the satellites, which are projected through 2004.
The term of the third subleased satellite is through December 31, 2006, subject
to earlier implementation of the Special Termination Right.
 
Home Shopping Network's access to two transponders pursuant to long-term
agreements would enable it to continue transmission of HSN should either one of
the satellites fail. Although Home Shopping Network believes it is taking every
reasonable measure to ensure its continued satellite transmission capability,
there can be no assurance that termination or interruption of satellite
transmissions will not occur. Such a termination or interruption of service by
one or both of these satellites could have a material adverse effect on the
operations and financial condition of the Company.
 
The availability of replacement satellites and transponder time beyond current
leases is dependent on a number of factors over which Home Shopping Network has
no control, including competition among prospective users for available
transponders and the availability of satellite launching facilities for
replacement satellites.
 
The FCC grants licenses to construct and operate satellite uplink facilities
which transmit signals to satellites. These licenses are generally issued
without a hearing if suitable frequencies are available. Home Shopping Network
has been granted two licenses for operation of C-band satellite transmission
facilities and two licenses for operation of KU-band satellite transmission
facilities on a permanent basis in Clearwater and St. Petersburg, Florida.
 
Affiliation Agreements with Cable Operators
 
Home Shopping Network has entered into affiliation agreements with cable system
operators to carry HSN, America's Store, or both services. The agreements have
terms ranging from 3 to 14 years, and obligate the cable operator to assist with
the promotional efforts of Home Shopping Network by carrying commercials
promoting HSN and America's Store and by distributing Home Shopping Network's
marketing materials to the cable operator's subscribers. All cable operators
receive a commission of 5 percent of the net merchandise sales within the cable
operator's franchise area, regardless of whether the sale originated from a
cable or a broadcast household. With larger, multiple system operators, Home
Shopping Network has agreed to provide additional compensation, e.g., by
purchasing advertising availabilities from cable operators on other programming
networks, by establishing commission guarantees for the operator, or by making
an upfront payment to the operator in return for commitments to deliver a
minimum number of HSN subscribers for a certain number of years.
 
Affiliation Agreements with Television Stations
 
Home Shopping Network has entered into affiliation agreements with television
stations to carry HSN or America's Store. In addition to the 13 owned and
operated full power and 26 low power television stations owned by the Company as
of December 31, 1998, the Company has affiliation agreements with 8 full-time,
full power stations, 35 part-time, full power stations and 38 low power
stations. The Company has a minority ownership interest in 4 of the full-time,
full power stations. The affiliation agreements have terms ranging from four
weeks to fourteen years. All television station affiliates other than stations
owned by the Company receive an hourly or monthly fixed rate for airing the HSN
Services. Full power television signals are carried by cable operators within a
station's coverage area. See "-- Regulation -- Must-Carry/Retransmission
Consent" below. Low power station signals are rarely carried by cable systems.
 
                                       79
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TICKETING OPERATIONS
 
Ticketmaster
 
Ticketmaster, through its wholly and majority owned subsidiaries, is the leading
provider of automated ticketing services in the United States with over 3,750
domestic clients, including many of the country's foremost entertainment
facilities, promoters and professional sports franchises. Ticketmaster has
established its market position by providing these clients with comprehensive
ticket inventory control and management, a broad distribution network and
dedicated marketing and support services. Ticket orders are received and
fulfilled through operator-staffed call centers, independent sales outlets
remote to the facility box office and Ticketmaster Online's Web site. Revenue is
generated principally from convenience charges received by Ticketmaster for
tickets sold on its clients' behalf. Ticketmaster generally serves as an
exclusive agent for its clients and typically has no financial risk for unsold
tickets.
 
Ticketmaster has a comprehensive domestic distribution system that includes
approximately 2,700 remote sales outlets, covering many of the major
metropolitan areas in the United States, and 15 domestic call centers with
approximately 1,750 operator positions. Ticketmaster also operates in Great
Britain, Canada, Ireland, Mexico and Australia and, in 1998, has expanded into
France, Chile and Argentina. The number of tickets sold through Ticketmaster has
increased from approximately 29 million tickets in 1990 to approximately 70
million tickets in 1998.
 
The Company believes that the Ticketmaster system for live event ticketing
transactions (the "Ticketmaster System") and its distribution capabilities
enhance Ticketmaster's ability to attract new clients and maintain its existing
client base. The Ticketmaster System, which includes both hardware and software,
is typically installed in a client's box office and provides a single
centralized inventory control management system capable of tracking total ticket
inventory for all events, whether sales are made on a season, subscription,
group or individual ticket basis. The versatility of the Ticketmaster System
allows it to be customized to satisfy a full range of client requirements.
 
Ticketmaster generally enters into written agreements with its clients pursuant
to which it agrees to provide the Ticketmaster System and to serve as the
client's exclusive ticket sales agent for all sales of individual tickets sold
outside of the facility's box office for a specified period, typically three to
five years. Pursuant to its agreements with facilities, Ticketmaster generally
is granted the right to sell tickets for all live events presented at a
facility, and installs the Ticketmaster System in the facility's box office.
Agreements with promoters generally grant Ticketmaster the right to sell tickets
for all live events presented by that promoter at any facility, unless the
facility is covered by an exclusive agreement with another automated ticketing
service company.
 
Pursuant to its client agreements, Ticketmaster is generally granted the right
to collect from ticket purchasers a per ticket convenience charge on all tickets
sold other than at the box office and an additional per order handling charge on
all tickets sold by Ticketmaster other than at remote sales outlets to partially
offset the cost of fulfillment. The amount of the convenience charge is
typically determined during the contract negotiation process, and varies based
upon numerous factors, including the services to be rendered to the client, the
amount and cost of equipment to be installed at the client's box office and the
amount of advertising and/or promotional allowances to be provided, as well as
the type of event and whether the ticket is purchased at a remote sales outlet,
by telephone, through the Ticketmaster Online Web site or otherwise. Any
deviations from those amounts for any event are negotiated and agreed upon by
Ticketmaster and the client prior to the commencement of ticket sales. During
Ticketmaster's fiscal 1998, the convenience charges generally ranged from $1.50
to $7.00 per ticket. Convenience charges, when added to per order handling
charges, averaged approximately $4.50 per ticket in fiscal 1998. Ticketmaster's
client agreements also generally establish the amounts and frequency of any
increases in the convenience charge and handling charge during the term of the
agreement.
 
                                       80
   84
 
The agreements with certain of Ticketmaster's clients may provide for a client
to participate in the convenience charges paid by ticket purchasers for tickets
bought through Ticketmaster for that client's events. The amount of such
participation, if any, is determined by negotiation with that client. Some
agreements also may provide for Ticketmaster to make participation advances to
the client, generally recoupable by Ticketmaster out of the client's future
right to participation. In limited cases, Ticketmaster makes an upfront,
non-recoupable payment to a client for the right to sell tickets for that
client.
 
Clients are routinely required by contract to include the Ticketmaster name in
print, radio and television advertisements for entertainment events sponsored by
such clients. The Ticketmaster name and logo are also prominently displayed on
printed tickets and ticket envelopes.
 
Ticketmaster generally does not buy tickets from its clients for resale to the
public and has no financial risk for unsold tickets. In the United Kingdom,
Ticketmaster may from time to time buy tickets from its clients for resale to
the public in an amount typically not exceeding (Pounds) 600,000 in the
aggregate. Ticket prices are not determined by Ticketmaster. Ticketmaster's
clients also generally determine the scheduling of when tickets go on sale to
the public and what tickets will be available for sale through Ticketmaster.
Facilities and promoters, for example, often handle group and season ticket
sales in-house. Ticketmaster only sells a portion of its clients' tickets, the
amount of which varies from client to client and varies as to any single client
from year to year.
 
The Company believes that the primary benefits derived by Ticketmaster's clients
by use of the Ticketmaster System include (i) centralized control of total
ticket inventory as well as accounting information and market research data,
(ii) centralized accountability for ticket proceeds, (iii) manageable and
predictable transaction costs, (iv) broader and expedited distribution of
tickets, (v) wide dissemination of information about upcoming events through
Ticketmaster's call centers, the Ticketmaster Online Web site and other media
platforms, (vi) the ability to easily add additional performances if warranted
by demand, and (vii) marketing and promotional support.
 
If an event is canceled, Ticketmaster's current policy is to refund the per
ticket convenience charges (but not the handling charge). Refunds of the ticket
price for a canceled event are funded by the client. To the extent that funds
then being held by Ticketmaster on behalf of the client are insufficient to
cover all refunds, the client is obligated to provide Ticketmaster with
additional funds within 24 to 72 hours after a request by Ticketmaster.
 
Ticketmaster Online
 
Ticketmaster Online is a leading online ticketing service that enables consumers
to purchase tickets for live music, sports, theater and family entertainment
events presented by Ticketmaster clients and related merchandise over the Web.
Consumers can access the Ticketmaster Online service at www.ticketmaster.com and
from CitySearch owned and operated city guides at www.citysearch.com through
numerous direct links from banners and event profiles. In addition to these
services, the Ticketmaster Online Web site provides local information and
original content regarding live events for Ticketmaster clients throughout the
United States, Canada and the United Kingdom.
 
Throughout the Ticketmaster Online Web site and at the conclusion of a confirmed
ticket purchase, the consumer is prompted to purchase merchandise that is
related to a particular event, such as videos, tour merchandise and sports
memorabilia. TMCS intends to expand the types and range of merchandise that can
be ordered by consumers through the Ticketmaster Online Web site. TMCS also
intends to organize membership programs that will provide Ticketmaster Online
members with certain benefits centered around entertainment, leisure and travel
activities. Membership is expected to include participation in other activities
not generally available to the public.
 
                                       81
   85
 
Since the commencement of online ticket sales in November 1996, Ticketmaster
Online has experienced significant growth in tickets sold through its Web site.
Gross transaction dollars for ticket sales increased from approximately $223,000
in November 1996 to $16.6 million in December 1998. Similarly, tickets sold on
the Ticketmaster Online Web site in November 1996 represented less than 0.1% of
total tickets sold by Ticketmaster, while tickets sold online in the month of
December 1998 represented more than 7.3%.
 
TICKETMASTER LICENSE AGREEMENT.  Under the License and Services Agreement
entered into among Ticketmaster, Ticketmaster Online and USAi, in connection
with the Ticketmaster Online-City Search Transaction (the "Ticketmaster License
Agreement"), subject to certain limitations, Ticketmaster has granted
Ticketmaster Online an exclusive, perpetual, irrevocable, worldwide license to
use the Ticketmaster trademark and certain Ticketmaster databases to sell live
event tickets online for Ticketmaster's clients. In addition, subject to certain
limitations, Ticketmaster authorized TMCS to be Ticketmaster's exclusive,
perpetual, worldwide agent for such online ticket sales. The Ticketmaster
License Agreement further provides that Ticketmaster may use and permit others
to use the Ticketmaster trademark in connection with the online promotion of
ticket sales.
 
Ticketmaster retains the rights to sell tickets by non-online means and to use
the Ticketmaster trademark in connection with such sales. The Ticketmaster
License Agreement defines such non-online means to include by telephone; by
other voice-to-voice means or voice-to-voice recognition unit systems; by
non-interactive broadcast, cable and satellite television; and by kiosks and
retail ticket outlets. Client venues retain the rights to sell tickets at their
box offices or as otherwise provided in client venue agreements with
Ticketmaster.
 
Ticketmaster is the contracting party with client venues, promoters and sports
franchises, providing ticket inventory management, consumer information and
related data for all ticketing transactions. Ticketmaster provides such
information to TMCS in connection with processing online live event ticket sales
and provides all transaction processing and fulfillment services for online live
event ticket sales. TMCS is required under the Ticketmaster License Agreement to
comply with the terms of Ticketmaster's client agreements and TMCS rights as set
forth in the Ticketmaster License Agreement are subordinated and subject to such
agreements. The Ticketmaster License Agreement also generally restricts TMCS
from cooperating with, offering online links to, or entering into any agreements
with venues, ticket sellers or sales agents for online sale of tickets.
 
Under the Ticketmaster License Agreement, TMCS pays Ticketmaster a royalty based
on the percentage of the net profit it derives from online ticket sales. TMCS
also reimburses Ticketmaster for Ticketmaster's direct expenses related to
online ticket sales.
 
Under the Ticketmaster License Agreement, Ticketmaster Online has also been
granted the non-exclusive right to promote and sell online certain merchandise
available through Ticketmaster. Ticketmaster serves as Ticketmaster Online's
exclusive fulfillment provider for the online sales of such merchandise. As long
as Ticketmaster's fees, terms and quality of service are no less favorable than
those available to Ticketmaster Online from third parties, Ticketmaster or its
affiliates will serve as Ticketmaster Online's exclusive fulfillment provider
for the online sales of all other merchandise available through Ticketmaster.
Ticketmaster may also solicit sponsorship and advertising for Ticketmaster
Online's Web sites in a bundle with other sponsorship and advertising
opportunities offered by Ticketmaster.
 
INTERNET SERVICES
 
The Company operates several Internet services associated with its media and
entertainment and electronic retailing businesses. In July 1998, the Company
announced the formation of USA Networks Interactive to coordinate the operations
of its Internet Services business.
 
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RETAILING
 
The Company conducts its Internet retailing operations through Internet Shopping
Network ("ISN"). ISN's principal Internet retailing service is First Auction,
which was launched in June 1997. First Auction is an interactive Internet site,
which auctions merchandise, including housewares, home decor products, jewelry,
apparel, collectibles, outdoor, fitness and sporting equipment, consumer
electronics and computers. As of December 31, 1998, First Auction had
approximately 260,000 registered members and processed over 2,500 orders each
day.
 
ISN specializes in marketing, fulfillment, customer service and site development
in online retailing. ISN has online advertising distribution agreements with
America Online, Microsoft Network and @Home. ISN's technology partners include
Sun Microsystems, Oracle and Netscape.
 
In addition to First Auction, ISN is in the process of developing a number of
new electronic commerce sites, including an online version of Home Shopping
Network.
 
CITYSEARCH
 
CITYSEARCH SERVICE FOR CONSUMERS.  CitySearch produces and delivers
comprehensive local city guides on the Web, providing up-to-date information
regarding arts and entertainment events, community activities, recreation,
business, shopping, professional services and news/sports/weather to consumers
in metropolitan areas. Each local city guide primarily consists of original
content developed and designed specifically for the Web by CitySearch and its
partners. The CitySearch service is topically organized by categories, such as
arts and entertainment, restaurants and bars, community, shops and services,
sports and outdoors, hotels and tourism, local news and professional services.
Within most of the city guides, consumers can search neighborhood shopping
areas, obtain maps, contact community organizations and vendors by e-mail, and
engage in bulletin board discussions with individuals such as local public
officials and celebrities. In CitySearch owned and operated markets, consumers
can also access the Ticketmaster Online Web site through CitySearch city guides
to purchase live event tickets and related merchandise online. In certain
markets, consumers can also access audio streams, including recent news and
other information, from local radio partners. CitySearch offers local and
regional businesses the opportunity to reach and interact with targeted
consumers. In addition, content generated by consumers through e-mail and
bulletin boards enhances the sense of community in CitySearch sites.
 
The CitySearch service has been launched in markets across the United States and
in selected international markets. CitySearch plans to continue to expand the
service both in owned and operated markets and by partnering with major media
companies in other markets. These major media partners bring capital, brand
recognition, promotional strength and local knowledge to their city guides and
allow CitySearch to build out its national and international network of sites
faster than it could solely through owned and operated sites. The following
table lists the CitySearch's owned and operated and partner-led markets:
 


           MARKETS             DATE OF LAUNCH           SELECTED PARTNERS
           -------             --------------           -----------------
                                         
OWNED AND OPERATED:
Raleigh-Durham-Chapel Hill...  May 1996        WUNC (public radio station)
                                               Capstar Broadcasting Corporation (4
                                               radio stations)
                                               WCHL AM
San Francisco Bay Area.......  October 1996    KGO (ABC)
                                               CBS Radio (2 radio stations)
Austin.......................  March 1997      KTBC (Fox)
                                               Clear Channel Communications, Inc.
                                               (4 radio stations)

 
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           MARKETS             DATE OF LAUNCH           SELECTED PARTNERS
           -------             --------------           -----------------
                                         
Salt Lake City/Utah..........  April 1997      Citadel Communications Corporation
                                               (6 radio stations)
Nashville....................  May 1997        WZTV (Fox)
                                               Dick Broadcasting (2 radio
                                               stations)
Portland.....................  June 1997       KATU (ABC)
                                               KKCW FM
New York(1)..................  September 1997  New York Daily News
                                               Time Out New York (weekly arts and
                                               entertainment publication)
PARTNER-LED:
Melbourne....................  July 1997       The Melbourne Age
                                               Big Colour Pages (independent
                                               yellow pages of Australia)
Sydney.......................  September 1997  The Sydney Morning Herald
                                               Big Colour Pages
Toronto......................  September 1997  Toronto Star
                                               Tele-Direct (the yellow pages
                                               subsidiary of Bell Canada)
Washington, D.C..............  January 1997    Washingtonpost.Newsweekinteractive
Los Angeles(2)...............  April 1998      Los Angeles Times
Dallas.......................  July 1998       The Dallas Morning News
Baltimore....................  August 1998     The Baltimore Sun
Stockholm....................  September 1998  Schibsted ASA/Scandinavia Online
Copenhagen...................  November 1998   Schibsted ASA/Scandinavia Online
Oslo.........................  1999*           Schibsted ASA/Scandinavia Online
San Diego....................  1999*           The San Diego Union-Tribune

 
- -------------------------
      *  Estimated launch dates
 
     (1) CitySearch acquired Metrobeat, Inc. ("Metrobeat") in June 1996 and
         relaunched the Metrobeat site as a CitySearch site in September 1997.
 
     (2) Includes Pasadena, California, which was launched as a beta test site
         in January 1996.
 
CITYSEARCH SERVICE FOR BUSINESS CUSTOMERS.  CitySearch creates and hosts
CitySearch Web sites for local and regional businesses and organizations for a
monthly fee. CitySearch offers local businesses a wide range of options in
creating Web presences, from a basic Web presence costing as little as $60 per
month to a multi-page site with additional features and functionality costing up
to $750 per month. Most business customers have entered into a one-year
agreement that automatically converts into a month-to-month contract upon
expiration of the initial term. By aggregating a customer's Web site with those
of numerous other businesses in a comprehensive local city guide, CitySearch
provides categorical, geographic and editorial context to a customer's Web
presence to generate usage by consumers, as well as significant Internet
traffic. Based on internal studies, CitySearch believes that CitySearch users
are more evenly split between men and women, better educated, slightly older and
have higher annual incomes than the typical Internet user. CitySearch believes
that these demographics are attractive to its business customers.
 
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   88
 
CitySearch provides an integrated solution for businesses to establish a
CitySearch Web presence, including design, photography, layout, posting of
updated information, hosting and maintenance. Businesses are able to provide a
targeted audience with current information about their products and services
including photographs, prices, location, schedules of live entertainment, sales
and other relevant information. Unlike traditional media such as yellow pages
advertising, CitySearch offers CitySearch business customers a certain number of
free updates each month. The business customers also receive usage reports,
e-mails from interested consumers and access to an expanded base of potential
buyers including tourists and out-of-town users. CitySearch has recently
introduced a strategy of bundling enhanced features and functionality, including
panoramic images and audio clips. These services, when bundled with the basic
CitySearch services, are typically priced from $190 to $1,195 per month, and
have accounted for significant increases in the average selling prices of
CitySearch's offerings. CitySearch believes its broad offering of services and
its prices compare favorably to other Web advertising options available to
businesses. Such options range from low cost, low quality scanned-in information
to free- standing custom-designed sites that may cost in excess of $10,000 in
up-front fees to produce and that rely on significant promotion to attract
traffic. By providing a high-quality Web presence at an affordable price,
CitySearch believes that its services address the demand of the large number of
businesses whose online needs fall between these market extremes.
 
INTERNATIONAL VENTURES
 
International TV Channel Joint Venture
 
In connection with the Universal Transaction, the Company entered into a joint
venture agreement relating to the development of international general
entertainment television channels, including the international versions of USA
Network, The Sci-Fi Channel and Universal's action/adventure channel, 13th
Street. As part of the agreement, the Latin American operations of USA Network
and The Sci-Fi Channel, Sci-Fi Europe and the international operations of 13th
Street have been contributed to the venture. Unless the Company elects to have
Universal buy out the Company's interest in the venture, which election the
Company expects to make in the first quarter of 1999, the Company and Universal
will be 50-50 partners in the venture, which is managed by Universal. Under the
joint venture agreement, the venture generally has the exclusive right to
develop the international version of domestic general entertainment channels
that are owned or controlled by the Company or Universal, excluding, for
example, channels that feature HSN Services and local USA Station Group
channels. USANi LLC and Universal have each committed to contribute $100 million
in capital to the venture over a number of years. Additional capital
contributions are subject to the Company's election to maintain its 50% interest
or to be diluted based on additional contributions from Universal. Pursuant to
the joint venture agreement, each party is obligated to present certain
international opportunities relating to general entertainment channel
development to the venture, so that the partners may elect whether to pursue
such opportunity in the venture. Under certain circumstances, a "passed"
international opportunity that is subject to these "first offer" provisions may
be pursued by the venture partner outside the venture.
 
Home Shopping Network Ventures
 
GERMANY.  Home Shopping Network owns a 41.9% interest in Home Order Television
GmbH & Co. KG ("HOT"), a venture based in Munich. HOT broadcasts television
shopping 24 hours per day, 16 of which are devoted to live shopping. HOT is
carried via cable and satellite to approximately 16.0 million full-time
equivalent households in Germany and Austria as of December 31, 1998.
 
JAPAN.  Home Shopping Network acquired a 30% interest in Jupiter Shop Channel
Co;. Ltd. ("Shop Channel") a venture based in Tokyo. Shop Channel broadcasts
televised shopping 24 hours a day, 36.5 hours per week of which are devoted to
live shopping. Shop Channel has reached agreements to
 
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be available in approximately 2.1 million full-time equivalent households as of
December 31, 1998. Tele-Communications International, Inc., a subsidiary of TCI
("TCI International"), owns a 50% interest in Jupiter Programming Co. Ltd.
("JPC") which is the 70% shareholder in the venture.
 
SPANISH LANGUAGE NETWORKS.  Home Shopping Network has entered into an agreement
with Univision Communications, Inc. to form a Spanish and Portuguese language
live television shopping venture focused on North and South American and
European markets. Home Shopping Network owns a 50.1% interest in the venture.
The venture currently broadcasts as Home Shopping Network en Espanol three hours
per day in the United States reaching 2.6 million homes.
 
ITALY.  In June 1998, Home Shopping Network entered into an agreement with
Scandinavian Broadcasting System SA and SBS Italia S.p.A. to explore and, if
deemed feasible, develop a live shopping venture in Italy. The venture is
addressing a number of regulatory and business issues to determine the viability
of the project.
 
REGULATION
 
Current FCC Regulation -- General
 
A substantial portion of the Company's businesses is subject to various
statutes, rules, regulations and orders relating to communications and generally
administered by the FCC. The communications industry, including the operation of
broadcast television stations, cable television systems, satellite distribution
systems and other multichannel distribution systems and, in some respects,
vertically integrated cable programmers, is subject to substantial federal
regulation, particularly pursuant to the Communications Act of 1934, as amended
(the "1934 Act"), the Telecommunications Act of 1996 (the "Telecommunications
Act") and the rules and regulations promulgated thereunder by the FCC. Cable
television systems are also subject to regulation at the state and local level.
The 1934 Act prohibits the operation of television broadcasting stations except
under a license issued by the FCC and empowers the FCC, among other matters, to
issue, renew, revoke and modify broadcast licenses, to determine the location of
stations, to establish areas to be served and to regulate certain aspects of
broadcast and cable programming. The 1934 Act prohibits the assignment of a
broadcast license or the transfer of control of a licensee without prior FCC
approval. If the FCC determines that violations of the 1934 Act or any FCC rule
have occurred, it may impose sanctions ranging from admonishment of a licensee
to license revocation.
 
Broadcast Television License Grant and Renewal
 
The 1934 Act provides that a broadcast license, including the licenses
controlled by USA Broadcasting, may be granted to any applicant upon a finding
that the public interest, convenience and necessity would be served thereby,
subject to certain limitations. Television stations operate pursuant to
broadcasting licenses that are usually granted by the FCC for a maximum
permitted term of eight years. Television station licenses are subject to
renewal upon application to the FCC, which is required under the
Telecommunications Act to grant the renewal application if it finds that (i) the
station has served the public interest, convenience and necessity; (ii) there
have been no serious violations by the licensee of the 1934 Act or the rules and
regulations of the FCC; and (iii) there have been no other violations by the
licensee of the 1934 Act or the rules and regulations of the FCC that, when
taken together, would constitute a pattern of abuse.
 
Alien Ownership of Broadcast Television Stations
 
The 1934 Act prohibits the issuance of a broadcast license to, or the holding of
a broadcast license by, any corporation of which more than 20% of the capital
stock is beneficially or nominally owned or voted by non-U.S. citizens or their
representatives or by a foreign government or a representative thereof, or by
any corporation organized under the laws of a foreign country (collectively,
"Aliens").
 
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The 1934 Act also authorizes the FCC, if the FCC determines that it would be in
the public interest, to prohibit the issuance of a broadcast license to, or the
holding of a broadcast license by, any corporation directly or indirectly
controlled by any other corporation of which more than 25% of the capital stock
is beneficially or nominally owned or voted by Aliens. The FCC has issued
interpretations of existing law under which these restrictions in modified form
apply to other forms of business organizations, including partnerships. Under
the relevant provision of the 1934 Act. Universal is regarded to be an Alien,
since it is owned 84% by Seagram, a Canadian corporation, and 16% by Matsushita
Electric Industrial Co. Ltd., a Japanese corporation. At the Annual Meeting of
Stockholders held in February 1998, the Company's stockholders approved
amendments to the Company's certificate of incorporation to ensure that the
Company will continue to be in compliance with the Alien ownership limitation of
the 1934 Act. Universal's equity interest in the Company to the extent held
through the ownership of LLC Shares relating to USANi LLC, which does not hold
any broadcast licenses, is not regarded as an equity interest in USAi for
purposes of the statutory provision regarding Alien ownership.
 
Multiple and Cross Ownership
 
Current FCC regulations impose significant restrictions on certain positional
and ownership interests in broadcast television stations, cable systems and
other media. As a general matter, officers, directors and stockholders who own
5% or more of the outstanding voting stock of a media company (except for
certain institutional shareholders, who may own up to 10%) are deemed to have
"attributable" interests in the company. Nonvoting stockholders, minority voting
stockholders in companies controlled by a single majority stockholder, and
holders of options, warrants and debt instruments are generally exempt from
attribution under the current rules.
 
Under the FCC's rules, an individual or entity may hold attributable interests
in an unlimited number of television stations nationwide, subject to the
restriction that no individual or entity may have an attributable interest in
television stations reaching, in the aggregate, more than 35% of the national
television viewing audience (subject to a 50% discount in the number of
television households attributed to any UHF station). Locally, unless applicable
waiver standards are met, an individual or entity with an attributable interest
in one television station may not hold an attributable interest in another
television station with an overlapping coverage area (the "Duopoly Rule"). The
rules also currently prohibit (with certain qualifications) the holder of an
attributable interest in a television station from also having an attributable
interest in a radio station, daily newspaper or cable television system serving
a community located within the coverage area of that television station.
Separately, the FCC's "cross-interest" policy generally prohibits the common
ownership of an attributable interest in one media company and certain
non-attributable, but "meaningful" interests, including substantial
non-attributable equity interests, in another media company serving
"substantially the same area." Liberty's ownership interests in the Company,
including its non-voting ownership interest in the BDTV entities, have been
structured to comply with these regulations, which apply to Liberty because of
its other interests in cable and broadcast assets. In a June 14, 1996
"Memorandum Opinion and Order," the FCC concluded that Liberty's beneficial
interest in the Company through its ownership of convertible non-voting common
stock of the BDTV entities, as augmented by an imputed 50% "control" premium, is
subject to the cross-interest policy. The FCC subjected Liberty's ownership
interest in the Company to certain conditions, including that (i) the prior
approval of the FCC be obtained for any increase in Liberty's interest, and (ii)
the FCC be notified prior to consummation of any transaction whereby the
aggregate percentage of television households served by cable systems owned or
controlled by TCI in any of USA Broadcasting's television markets would exceed
50 percent. Liberty's ownership of LLC Shares relating to USANi LLC is not
regarded as an equity interest in USAi for purposes of the FCC cross-ownership
rules or practices. Two members of the Company's board of directors, Messrs.
Paul G. Allen and William D. Savoy, have attributable
 
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interests in cable television systems located within the coverage areas of
certain of the television stations controlled by USA Broadcasting. On November
3, 1998, the Company notified the FCC that Messrs. Allen and Savoy have pledged
to recuse themselves from any matters that come before the Company's Board of
Directors pertaining to the operation or management of the television stations
and therefore qualify under the FCC's rules for exemption from attribution of
any interests of the Company or USA Broadcasting in the television stations.
 
In pending rulemaking proceedings, the FCC is considering, among other things,
(i) the relaxation, under certain circumstances, of the Duopoly Rule, and (ii)
the codification of the cross-interest policy to the extent it was applied to
limit Liberty's beneficial equity interest in the Company. Specifically in this
regard, the FCC has proposed to prohibit the common ownership of an attributable
interest in a media company and a greater than 33% non-attributable equity or
debt interest in another media company in the same market, but has requested
comment on whether a higher or a lower non-attributable equity or debt benchmark
would be more appropriate. It is not possible to predict the extent to which the
Duopoly Rule may be modified or the timing or effect of changes in the
cross-interest policy pursuant to the rulemaking proceeding. The outcome of that
proceeding could have a material effect on the Company.
 
Pursuant to the requirements of the Telecommunications Act, the FCC is
considering a formal inquiry to review all of its broadcast ownership rules
which are not otherwise under review, including the national audience
limitation, the associated 50% discount for UHF stations and the
cable/television cross-ownership rule. It is not possible at this time to
predict what action the FCC may take and how it may affect the Company.
 
Digital Television
 
The FCC has taken a number of steps to implement digital television ("DTV")
service (including high-definition television) in the United States. On February
17, 1998, the FCC adopted a final table of digital channel allotments and rules
for the implementation of DTV. The table of digital allotments provides each
existing television station licensee or permittee with a second broadcast
channel to be used during the transition to DTV, conditioned upon the surrender
of one of the channels at the end of the DTV transition period. The implementing
rules permit broadcasters to use their assigned digital spectrum flexibly to
provide either standard- or high-definition video signals and additional
services, including, for example, data transfer, subscription video, interactive
materials, and audio signals, subject to the requirement that they continue to
provide at least one free, over-the-air television service. The FCC has set a
target date of 2002 for completion of construction of DTV facilities and 2006
for expiration of the transition period, subject to biennial reviews to evaluate
the progress of DTV, including the rate of consumer acceptance. Conversion to
DTV may reduce the geographic reach of the Company's stations or result in
increased interference, with, in either case, a corresponding loss of population
coverage. DTV implementation will impose additional costs on the Company,
primarily due to the capital costs associated with construction of DTV
facilities and increased operating costs both during and after the transition
period. The FCC has adopted rules that require broadcasters to pay a fee of 5%
of gross revenues received from ancillary or supplementary uses of the digital
spectrum for which they receive subscription fees or compensation other than
advertising revenues derived from free over-the-air broadcasting services.
 
The Company continually reviews developments relating to the FCC's DTV
proceedings, and the DTV industry generally. Material developments in this
regard could have a material impact on the Company's businesses. For example, in
the future, seven of the Company's 26 LPTV stations (as well as other LPTV
affiliates of Home Shopping Network) will likely have to cease business
operations due to irremediable interference to or from new DTV allocations.
Pursuant to procedures established in the DTV rulemaking proceeding, the Company
has filed applications for authorization to shift the
 
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operation of 15 additional LPTV stations to alternative channels that are not
subject to displacement. To date, six of such applications have been granted by
the FCC. The remaining four of the Company's LPTV stations are not expected to
be subject to DTV displacement at their existing channel assignments.
 
Children's Television Programming
 
Pursuant to legislation enacted in 1990, the amount of commercial matter that
may be broadcast during programming designed for children 12 years of age and
younger is limited to 12 minutes per hour on weekdays and 10.5 minutes per hour
on weekends. Violations of the children's commercial limitations may result in
monetary fines or non-renewal of a station's broadcasting license. In addition,
the FCC has adopted a guideline for processing television station renewals under
which stations are found to have complied with the Children's Television Act if
they broadcast three hours per week of "core" children's educational
programming, which, among other things, must have as a significant purpose
serving the educational and informational needs of children 16 years of age and
under. A television station found not to have complied with the "core"
programming processing guideline could face sanctions, including monetary fines
and the possible non-renewal of its broadcasting license, if it has not
demonstrated compliance with the Children's Television Act in other ways. The
FCC has indicated its intent to enforce its children's television rules
strictly.
 
Television Violence
 
Pursuant to a directive in the Telecommunications Act, the broadcast and cable
television industries have adopted, and the FCC has approved a voluntary content
ratings system which, when used in conjunction with so-called "V-Chip"
technology, would permit the blocking of programs with a common rating. The FCC
has directed that all television receiver models with picture screens 13 inches
or greater be equipped with "V-Chip" technology under a phased implementation
beginning on July 1, 1999. The Company cannot predict how changes in the
implementation of the ratings system and "V-Chip" technology will affect its
business.
 
Closed Captioning
 
The FCC's closed captioning rules, which became effective January 1, 1998,
provide for the phased implementation, beginning in the year 2000, of a
universal on-screen captioning requirement with respect to the vast majority of
video programming. The captioning requirement applies to programming carried on
broadcast television stations and cable programming networks. Although the FCC
has provided for exceptions to or exemptions from the rules under certain
circumstances, none applies to any of the current broadcast or cable programming
services of USA Broadcasting, USA Networks or Home Shopping Network. The FCC
will entertain requests for waivers of the rules upon a showing that compliance
would impose an "undue burden".
 
Other Broadcast Television Regulation
 
The FCC continues to enforce strictly its regulations concerning "indecent"
programming, political advertising, environmental concerns, technical operating
matters and antenna tower maintenance and marking. The FCC also has
traditionally enforced its equal employment opportunity rules vigorously, with
respect both to compliance with numerical employment guidelines and recruitment
efforts and recordkeeping requirements. The FCC's employment rules, as they
relate to outreach efforts for recruiting minorities, recently were struck down
as unconstitutional by the U.S. Court of Appeals for the D.C. Circuit. The FCC
currently is conducting a rulemaking proceeding to modify its employment rules
in a manner consistent with the court's ruling. In addition, FCC regulations
governing network affiliation agreements mandate that television broadcast
station licensees retain the right to reject or refuse network programming in
certain circumstances or to substitute programming
 
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that the licensee reasonably believes to be of greater local or national
importance. Violation of FCC regulations can result in substantial monetary
forfeitures, periodic reporting conditions, short-term license renewals and, in
egregious cases, denial of license renewal or revocation of license.
 
Must-Carry/Retransmission Consent
 
Pursuant to the Cable Television Consumer Protection and Competition Act of 1992
(the "1992 Act"), television broadcasters are required to make triennial
elections to exercise either certain "must-carry" or "retransmission consent"
rights in connection with their carriage by cable systems in each broadcaster's
local market. By electing must-carry rights, a broadcaster demands carriage on a
specified channel on cable systems within its Area of Dominant Influence
("ADI"), in general as defined by the Arbitron 1991-92 Television Market Guide.
Alternatively, if a broadcaster chooses to exercise retransmission consent
rights, it can prohibit cable systems from carrying its signal or grant the
appropriate cable system the authority to retransmit the broadcast signal for a
fee or other consideration. Home Shopping Network, USA Broadcasting and USA
Networks are affected by the must-carry rules, which were upheld in a 1997 U.S.
Supreme Court ruling. A material change in the must-carry rules, or their
repeal, could have a material impact on the Company's businesses. The FCC
currently is conducting a rulemaking proceeding to determine carriage
requirements for digital broadcast television stations on cable systems during
and following the transition from analog to digital broadcasting, including
carriage requirements with respect to ancillary and supplemental services that
may be provided by broadcast stations over their digital spectrum.
 
Cable Television Rate Regulation
 
The Telecommunications Act phases out cable rate regulation, except with respect
to the "basic" tier (which must include all local broadcast stations and public,
educational, and governmental access channels and must be provided to all
subscribers). Both of the HSN Services are distributed on the basic tier in some
areas, and "expanded basic" tiers in other areas. USA Network and The Sci-Fi
Channel are primarily distributed on expanded basic tiers. Rate regulation of
all non-basic tiers (including the expanded basic tiers) is scheduled to be
completely eliminated by March 31, 1999. In the interim, the Telecommunications
Act liberalizes the 1992 Act's definition of "effective competition" to expand
the circumstances under which systems are exempted from rate regulation. The
local franchising authorities ("LFAs") remain primarily responsible for
regulating the basic tier of cable service. Furthermore, the Telecommunications
Act eliminates the right of an individual subscriber to bring a rate complaint,
providing that any rate complaint must be filed by an LFA, and then only after
the LFA has received multiple subscriber complaints regarding the rate
adjustment in question. Thus, beyond the basic tier of cable service, which
continues to be regulated by the LFAs, rate regulation of other cable services
between now and March 31, 1999 will be triggered only by a valid rate complaint
by an LFA, and only in an area where no effective competition exists. Because
the Company's revenues are, to some degree, affected by changes in cable
subscriber rates, increased regulation of cable subscriber rates, or a reduction
in the rates that cable service providers may charge customers could have a
significant impact on the Company's revenues.
 
Regulation of Cable System Operators Affiliated With Video Programming Vendors
 
The 1992 Act prohibits a cable operator from engaging in unfair methods of
competition that prevent or significantly hinder competing multichannel video
programming distributors ("MVPD") from providing satellite-delivered programming
to their subscribers. The FCC has adopted regulations to prevent a cable
operator that has an attributable interest (including voting or non-voting stock
ownership of at least 5%) in a programming vendor from exercising improper
influence over the programming vendor in the latter's dealings with competitors
to cable, and to prevent a programmer
 
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in which a cable operator has an attributable interest from discriminating
between cable operators and other MVPDs, including other cable operators.
 
The FCC's rules may have the effect, in some cases, of requiring vertically
integrated programmers to offer their programming to MVPD competitors of cable
television, and of prohibiting certain exclusive contracts between such
programmers and cable system operators. The rules also permit MVPDs to bring
complaints before the FCC if they are unable to obtain cable programming on non-
discriminatory terms because of "unfair practices" by the programmer.
 
Pursuant to the 1992 Act, the FCC set a 40% limit on the number of programming
channels on a cable system that may be occupied by video programmers in which
the cable operator has an attributable interest. The Company could be affected
by the 1992 Act as a consequence of Liberty's ownership interests, directly and
through its affiliates, in both cable systems and cable programming services.
 
State and Local Regulation
 
Cable television systems are generally constructed and operated under
non-exclusive franchises granted by a municipality or other state or local
governmental entity. Franchises are granted for fixed terms and are subject to
periodic renewal. The Cable Communications Policy Act of 1984 places certain
limitations on an LFA's ability to control the operations of a cable operator,
and the courts from time to time have reviewed the constitutionality of several
franchise requirements, often with inconsistent results. The 1992 Act prohibits
exclusive franchises, and allows LFAs to exercise greater control over the
operation of franchised cable television systems, especially in the areas of
customer service and rate regulation. The 1992 Act also allows LFAs to operate
their own multichannel video distribution systems without having to obtain
franchises. Moreover, LFAs are immunized from monetary damage awards arising
from their regulation of cable television systems or their decisions on
franchise grants, renewals, transfers, and amendments.
 
The terms and conditions of franchises vary materially from jurisdiction to
jurisdiction. Cable franchises generally contain provisions governing time
limitations on the commencement and completion of construction, and governing
conditions of service, including the number of channels, the types of
programming (but not the actual cable programming channels to be carried), and
the provision of free service to schools and certain other public institutions.
The specific terms and conditions of a franchise and the laws and regulations
under which it is granted directly affect the profitability of the cable
television system, and thus the cable television system's financial ability to
carry programming. Local governmental authorities also may certify to regulate
basic cable rates. Local rate regulation for a particular system could result in
resistance on the part of the cable operator to the amount of subscriber fees
charged by the Company for its programming.
 
Various proposals have been introduced at the state and local level with regard
to the regulation of cable television systems, and a number of states have
enacted legislation subjecting cable television systems to the jurisdiction of
centralized state governmental agencies. It is not possible to predict the
impact such regulation could have on the businesses of the Company.
 
Other Cable Regulation
 
The FCC's regulations concerning the commercial limits in children's programming
and political advertising also apply, in certain circumstances, to cable
television system operators. The Company also must provide program ratings
information and, pursuant to the phased implementation established by the FCC,
closed captioning of its cable program services, which could increase its
operating expenses.
 
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Proposed Changes
 
The Congress and the FCC have under consideration, and in the future may
consider and adopt, new laws, regulations and policies regarding a wide variety
of matters that could affect, directly or indirectly, the operation, ownership
and profitability of the Company's broadcast stations and broadcast and cable
programming networks. In addition to the changes and proposed changes noted
above, such matters include, for example, the extension of rate regulation for
upper tiers of service past the March 1999 sunset, political advertising rates,
potential restrictions on the advertising of certain products (beer, wine and
hard liquor, for example), and the rules and policies to be applied in enforcing
the FCC's equal employment opportunity regulations. Other matters that could
affect the Company's regulated media businesses include technological
innovations and developments generally affecting competition in the mass
communications industry, such as direct radio and television broadcast satellite
service, the continued establishment of wireless cable systems, digital
television and radio technologies, and the advent of telephone company
participation in the provision of video programming service.
 
Other Regulatory Considerations
 
The foregoing summary does not purport to be a complete discussion of all
provisions of the Communications Act or other congressional acts or of the
regulations and policies of the FCC. For further information, reference should
be made to the Communications Act, other congressional acts, and regulations and
public notices promulgated from time to time by the FCC. There are additional
regulations and policies of the FCC and other federal agencies that govern
political broadcasts, public affairs programming, equal opportunity employment
and other matters affecting the Company's business and operations.
 
TRADEMARKS, TRADENAMES AND COPYRIGHTS
 
The Company has registered and continues to register, when appropriate, its
trade and service marks as they are developed and used, and the Company
vigorously protects its trade and service marks. The Company believes that its
marks are a primary marketing tool for promoting its identity. The Company also
obtains copyrights with respect to its original programming as appropriate.
 
COMPETITION
 
Networks and Television Production
 
Networks
 
VIEWERSHIP AND ADVERTISING REVENUES.  Networks competes for access to its
customers and for audience share and revenue with broadcasters and other forms
of entertainment. Cable operators and other distributors only contract to carry
a limited number of the available networks. Therefore, they may decide not to
offer a particular network to their subscribers, or they may package a network
with other networks in such a manner (for example, by charging an additional
fee) that only a portion of their subscribers will receive the service. In
addition, there has been increased consolidation among cable operators, so that
USA Network and The Sci-Fi Channel have become increasingly subject to the
carriage decisions made by a small number of operators. This consolidation may
reduce the per-subscriber fees received from cable operators in the future. The
consolidation also means that the loss of any one or more of the major
distributors could have a material adverse impact on the networks. The
competition for advertising revenues also has become more intense as the number
of television networks has increased. While many factors affect advertising
rates, ultimately they are dependent on the numbers and types of viewers which a
program attracts. As more networks compete for viewers, it becomes increasingly
difficult to increase or even maintain a network's number of viewers. Moreover,
to do so may require a network to expend significantly greater amounts of money
on programming.
 
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Therefore, increased pressure may be placed on the networks' ability to generate
advertising revenue increases consistent with the increases they have achieved
in the past. Both Networks and Television Broadcasting are affected by
competition for advertising revenues.
 
THIRD-PARTY PROGRAMMING.  The competition for third-party programming is likely
to increase as more networks seek to acquire such programming. In addition, many
networks, including USA Network and The Sci-Fi Channel, are affiliated with
companies which produce programming. As a result, non-affiliated networks may
have a diminished capacity to acquire product from production companies
affiliated with other networks.
 
Television Production
 
PROGRAMMING.  Studios USA operates in a highly competitive environment. The
production and distribution of television programming are highly competitive
businesses. While television programs and films produced by Studios USA compete
with all other forms of network and syndication programming, Studios USA
essentially competes with all other forms of entertainment and leisure
activities. Competition is also faced from other major television studios and
independent producers for creative talent, writers and producers, essential
ingredients in the filmed entertainment business. The profitability of Studios
USA is dependent upon factors such as public taste that is volatile, shifts in
demand, economic conditions and technological developments.
 
In 1995, the FCC repealed its financial interest and syndication rules ("fin-syn
rules"). The fin-syn rules, which were adopted in 1970 to limit television
network control over television programming and thereby foster the development
of diverse programming sources, had restricted the ability of the three
established, major U.S. televisions networks (i.e., ABC, CBS and NBC) to own and
syndicate television programming. The repeal of the fin-syn rules has increased
in-house production of television programming for the networks' own use. As a
result of the repeal of the fin-syn rules, the industry has become vertically
integrated, with four of the six major broadcast networks being aligned with a
major studio. In addition, two major broadcast networks have formed their own
in-house production units. Mergers and acquisitions of broadcast networks by
studios (e.g., Disney-ABC) have altered the landscape of the industry. It is
possible that this change will have a negative impact on Studios USA' business
as its network customers are now able to choose between their own product and
Studios USA' product in making programming decisions.
 
Television Broadcasting
 
VIEWERSHIP AND ADVERTISING REVENUE.  The USA Stations, to the extent they do not
air HSN Services, also compete for a share of advertising dollars. A station's
share is based in part upon the size of its viewing audience, in part upon the
demographics of those viewers and in part upon the ability to deliver to an
advertiser "added" value audience share primarily on the basis of program
popularity, which has a direct effect on advertising rates. Other factors that
are material to a television station's competitive position include signal
coverage, local program acceptance, audience characteristics, assigned broadcast
frequency and cable channel position. These factors will directly impact the USA
Stations that develop local programming other than the HSN Services.
 
LOCAL MARKETS.  In addition to the above factors, the Company's ownership of and
affiliation with broadcast television stations creates another set of
competitive conditions. These stations compete for television viewers primarily
within local markets. The Company's broadcast television stations are located in
highly competitive markets and compete against both VHF and UHF stations. Due to
technical factors, a UHF television station generally requires greater power and
a higher antenna to secure substantially the same geographical coverage as a VHF
television station. The Company also competes with new entertainment and
shopping networks for carriage on broadcast television stations. The Company
cannot quantify the competitive effect of the foregoing or any other sources of
video
 
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programming on any of the Company's affiliated television stations, nor can it
predict whether such competition will have a material adverse effect on its
operations.
 
Electronic Retailing
 
GENERAL.  The Company's Home Shopping Network business operates in a highly
competitive environment. It is in direct competition with retail merchandisers,
other electronic retailers, direct marketing retailers such as mail order
companies, companies that sell from catalogs, other discount retailers and
companies that market through computer technology.
 
Home Shopping Network and QVC, Inc. ("QVC") are currently the two leading
electronic retailing companies. TCI, which indirectly holds a substantial equity
interest in the Company, currently owns 43% of QVC but has entered into a
stockholders agreement with Comcast Corporation (which owns 57% of QVC) pursuant
to which Comcast Corporation controls the day to day operations of QVC. There
are other companies, some having an affiliation or common ownership with cable
operators, that now market merchandise by means of live television. A number of
other entities are engaged in direct retail sales businesses which utilize
television in some form and which target the same markets in which Home Shopping
Network operates. Certain competitors of the Company's Home Shopping Network
business are larger and more diversified than the Company.
 
VIEWERSHIP.  The Company's Home Shopping Network business also competes for
access to its customers and for audience share and revenue with broadcasters and
conventional forms of entertainment and information, such as programming for
network and independent broadcast television stations, basic and pay cable
television services, satellite master antenna systems, home satellite dishes and
home entertainment centers, newspapers, radio, magazines, outdoor advertising,
transit advertising and direct mail. In particular, the price and availability
of programming for cable television systems affect the availability of these
channels for the Company's HSN Services and the compensation which must be paid
to cable operators for carriage of the HSN Services.
 
CHANNEL CAPACITY.  In addition, the Company believes that due to a number of
factors, including the development of cable operator owned programming, the
competition for channel capacity has substantially increased. With the advent of
new compression technologies on the horizon, this competition for channel
capacity may substantially decrease, although additional competitors may have
the opportunity to enter the marketplace. No prediction can be made with respect
to the viability of these technologies or the extent to which they will
ultimately impact the availability of channel capacity. A substantial portion of
the Company's businesses are affected by changes in channel capacity and
competition among programming providers for available channel capacity.
 
Ticketing Operations
 
Ticketmaster's and Ticketmaster Online's competitors include event facilities
and promoters that handle their own ticket sales and distribution, live event
automated ticketing companies which may or may not currently offer online
transactional capabilities and certain Web-based live event ticketing companies
which only conduct business online. Where facilities and promoters decide to
utilize the services of a ticketing company, Ticketmaster and Ticketmaster
Online compete with international, national and regional ticketing services,
including TicketWeb, Telecharge (Shubert Ticketing Services), NEXT Ticketing,
Advantix, ETM Entertainment Network, Dillard's, Prologue, Capital Tickets and
Lasergate (Lasergate Systems, Inc.). Several of Ticketmaster's and Ticketmaster
Online's competitors have operations in multiple locations throughout the United
States and compete on a national level, while others compete principally in one
specific geographic region. In certain specific geographic regions, including
certain of the local markets in which CitySearch provides or intends to provide
its local city guide service, one or more of Ticketmaster and Ticketmaster
Online's competitors may serve as the primary ticketing service in the region.
The Company believes that
 
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Ticketmaster Online will experience significant difficulty in establishing a
significant online presence in such regions and, as a result, any local city
guide for such a region may be unable to provide significant ticketing
capabilities. In addition, there can be no assurance that one or more of these
regional automated ticketing companies will not expand into other regions or
nationally.
 
In addition, pursuant to the Ticketmaster License Agreement, Ticketmaster Online
is restricted from entering into agreements with facilities, promoters or other
ticket sellers for the online sale of live event tickets. As a result,
Ticketmaster Online is dependent on the ability of Ticketmaster to acquire and
maintain live event ticketing rights, including online ticketing rights, with
facilities and promoters and to negotiate commercially favorable terms for such
rights. Furthermore, substantially all of the tickets sold through Ticketmaster
Online's Web site are also sold by Ticketmaster by telephone and through
independent retail outlets. Such sales by Ticketmaster Corp. could have a
material adverse effect on Ticketmaster Online's online sales.
 
Internet Services
 
The Company's ISN and First Auction Internet retailing service competes with a
number of other companies including uBid, Yahoo! Auctions Powered by OnSale,
Excite, OnSale, ZAuction and Surplus Auction. The Company potentially faces
competition from a number of large online communities and services that have
expertise in developing online commerce. The Company believes that the principal
competitive factors in its market are volume, selection of goods, population of
buyers and sellers, community cohesion and interaction, customer service,
reliability of delivery and payment by users, brand recognition, web site
convenience and accessibility, price, quality of search tools and system
reliability.
 
Currently, CitySearch's primary competitors include Digital City, Inc., a
company wholly-owned by America Online, Inc. and Tribune Company, and Microsoft
Corporation (Sidewalk). CitySearch also competes against search engine and other
site aggregation companies which primarily serve to aggregate links to sites
providing local content such as Excite, Inc. (City.Net), Lycos, Inc. (Lycos City
Guide) and Yahoo! (Yahoo! Local). In addition, CitySearch competes against
offerings from media companies, including Cox Interactive Media, Inc., Knight
Ridder, Inc. and Zip2 Corporation, as well as offerings from several
telecommunications and cable companies and Internet service providers that
provide local interactive programming such as SBC Communications, Inc. (At Hand)
and MediaOne Group, Inc. (DiveIn). There are also numerous niche competitors
which focus on a specific category or geography and compete with specific
content offerings provided by CitySearch. CitySearch may also compete with
online services and other Web site operators, as well as traditional media such
as television, radio and print, for a share of advertisers' total advertising
budgets. CitySearch faces different competitors in most of its CitySearch
markets.
 
EMPLOYEES
 
As of the close of business on December 31, 1998, the Company and its
subsidiaries employed 7,265 full-time employees, with 1,022 employees employed
by Networks and Television Production, 3,671 employees employed by Electronic
Retailing, 91 employed by Internet Services, 250 employees employed by USA
Broadcasting and 2,189 employees employed by Ticketmaster including TMCS. Of
these employees, 4,794 were employed by the Company through USANi LLC. The
Company believes that it generally has good employee relationships, including in
the case of employees represented by unions and guilds.
 
PROPERTIES
 
The Company's facilities for its management and operations are generally
adequate for its current and anticipated future needs. The Company's facilities
generally consist of executive and administrative
 
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offices, fulfillment facilities, warehouses, operations centers, call centers,
television production and distribution facilities, satellite transponder sites
and sales offices.
 
All of the Company's leases are at prevailing market (or "most favorable") rates
and, except as noted, with unaffiliated parties, and the Company believes that
the duration of each lease is adequate. The Company believes that its principal
properties, whether owned or leased, are adequate for the purposes for which
they are used and are suitably maintained for such purposes. Most of the
office/studio space is substantially utilized, and where significant excess
space exists, the Company leases or subleases such space to the extent possible.
The Company anticipates no future problems in renewing or obtaining suitable
leases for its principal properties.
 
Corporate
 
The Company maintains its principal executive offices at Carnegie Hall Tower,
152 West 57th Street, New York, New York which consist of approximately 29,850
square feet leased by the Company through October 30, 2005.
 
Networks and Television Production
 
The executive offices of Networks are located at 1230 Avenue of the Americas,
New York, New York 10020. Networks leases approximately 168,000 square feet at
this office space pursuant to a lease that continues until March 31, 2005,
subject to two five-year options to continue the term. Networks also has smaller
offices in Chicago (affiliate relations and sales), Detroit (sales), and Los
Angeles (affiliate relations, sales and programming).
 
Networks also leases approximately 55,000 square feet in a facility in Jersey
City, New Jersey, where Networks has its broadcast operations center. This space
is used to originate and transmit the USA Network and The Sci-Fi Channel
signals. Post-production for both networks, including audio production, editing,
graphics and duplication, also is performed at this location. The lease for this
space continues through April 30, 2009, and there are options to continue the
term beyond that time.
 
Studios USA currently conducts its domestic television production and
distribution operations primarily from its executive and administrative offices
in Universal City, California. These offices, totaling approximately 84,000
square feet, are leased from Universal. It is anticipated that Studios USA will
relocate certain of its executive functions away from Universal City during
1999. Additionally, Studios USA has four domestic sales offices located in
Atlanta, Chicago, Dallas and New York City. Production facilities are leased
primarily from Universal on its Universal City lot on an as-needed basis
depending upon production schedules. Studios USA also leases production
facilities in New York City -- for the production of Law & Order, The Sally
Jesse Raphael Show and Maury -- and in Chicago for production of The Jerry
Springer Show.
 
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Television Broadcasting
 
The Company owns or leases office, studio and transmitter space for the USA
Station Group stations as follows:
 


LOCATION                                       FUNCTION                OWNED/LEASED
- --------                                       --------                ------------
                                                                 
Mt. Wilson, CA(1)................  Transmitter                            Leased
Ontario, CA......................  Offices/Studio                         Owned
Riverview, FL(1).................  Transmitter                            Leased
Hollywood, FL....................  Offices/Studio                         Leased
Melbourne, FL....................  Offices/Studio                         Leased
Miami, FL........................  Transmitter                            Leased
Miami Beach, FL..................  Offices/Studio                         Leased
Miramar, FL......................  Transmitter                            Leased
St. Cloud, FL....................  Transmitter                            Leased
St. Petersburg, FL...............  Offices/Studio                         Leased
Flowery Branch, GA...............  Transmitter                            Leased
Marietta, GA.....................  Offices/Studio                         Leased
Aurora, IL.......................  Offices(Dish and Master Control)       Leased
Chicago, IL......................  Transmitter                            Leased
Hudson, MA.......................  Offices/Studio/Transmitter             Owned
Newark, NJ.......................  Offices/Studio                         Owned
Newfield, NJ.....................  Offices/Studio                         Owned
Waterford Works, NJ(1)...........  Transmitter                            Leased
Central Islip, NY................  Offices/Studio                         Owned
Middle Island, NY................  Transmitter                            Owned
New York, NY.....................  Transmitter                            Leased
Parma, OH........................  Offices/Studio/Transmitter             Leased
Houston, TX......................  Offices(Master Control)                Leased
Cedar Hill, TX...................  Transmitter                            Leased
Irving, TX.......................  Offices/Studio                         Owned
Missouri City, TX................  Transmitter                            Leased

 
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The Company leases the following LPTV transmitter sites:
 
                                
Atlanta, GA                        Pensacola, FL
Birmingham, AL                     Portsmouth, VA
Champaign, IL                      Raleigh, NC
Columbus, OH                       Roanoke, VA
Des Moines, IA                     Shreveport, LA
Huntington, WV                     Springfield, IL
Jacksonville, FL                   Spokane, WA
Kansas City, MO                    St. Louis, MO
Knoxville, TN                      St. Petersburg, FL
Minneapolis, MN                    Toledo, OH
Mobile, AL                         Tulsa, OK
New Orleans, LA                    Tucson, AZ
New York, NY                       Wichita, KS


 
- -------------------------
(1) The Company owns the transmitter facility, but the site is leased.
 
Electronic Retailing
 
Home Shopping Network owns an approximately 480,000 square foot facility in St.
Petersburg, Florida, which houses its Home Shopping Network television studios,
broadcast facilities, administrative offices and training facilities.
 
Home Shopping Network owns two warehouse-type facilities totaling approximately
84,000 square feet near Home Shopping Network's main campus in St. Petersburg,
Florida. These facilities have been used for returns processing, retail
distribution and general storage.
 
Home Shopping Network leases a 21,000 square foot facility in Clearwater,
Florida for its video and post production operations.
 
Home Shopping Network owns and operates a warehouse consisting of 163,000 square
feet located in Waterloo, Iowa, which is used as a fulfillment center. In
addition, Home Shopping Network rents additional space in two locations in
Waterloo, Iowa consisting of 106,000 square feet and 36,000 square feet,
respectively.
 
Home Shopping Network operates a warehouse located in Salem, Virginia,
consisting of approximately 650,000 square feet which is leased from the City of
Salem Industrial Development Authority. On November 1, 1999, Home Shopping
Network will have the option to purchase the property for $1. In addition, Home
Shopping Network leases two additional locations in Salem, Virginia consisting
of 193,000 square feet and 74,500 square feet, respectively.
 
Home Shopping Network's retail outlet subsidiary leases five retail stores in
the Tampa Bay, Orlando and Chicago areas totaling approximately 105,785 square
feet.
 
Home Shopping Network and its other subsidiaries also lease office space in
California and Utah.
 
Ticketing Operations
 
Ticketmaster owns a 70,000 square foot building in West Hollywood, California,
of which approximately 60,000 square feet is used by Networks and Television
Production and Television Broadcasting. In addition, Ticketmaster, its
subsidiaries and affiliates lease office space in various other cities in the
United States and other countries in which Ticketmaster is actively engaged in
business.
 
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Internet Services
 
TMCS's executive offices are located in Pasadena, California, where TMCS
currently leases approximately 28,000 square feet under a lease expiring in
2002. TMCS also leases approximately 4,500 square feet in Austin, 3,900 and
7,880 square feet in Morrisville, North Carolina, 7,900 square feet in Research
Triangle Park, North Carolina, 4,600 square feet in Nashville, 10,000 square
feet in New York, 4,700 square feet in Portland, 4,600 square feet in Salt Lake
City and 5,800 square feet in San Francisco under leases which expire in 2002,
2001, 2003, 2003, 2000, 2004, 2002, 2001 and 1999, respectively.
 
ISN's executive offices are located in Sunnyvale, California, where ISN
currently leases 25,000 square feet under a lease expiring in 2000.
 
LEGAL PROCEEDINGS
 
In the ordinary course of business, the Issuers' and their subsidiaries are
parties to litigation involving property, personal injury, contract and other
claims. The amounts that may be recovered in these matters may be subject to
insurance coverage and, although there can be no assurance in this regard, are
not expected to be material to the Issuers' financial position or operations.
 
Federal Trade Commission Matter
 
Home Shopping Network is involved from time to time in investigations and
enforcement actions by consumer protection agencies and other regulatory
authorities. Effective October 2, 1996, the Federal Trade Commission ("FTC") and
Home Shopping Network and two of its subsidiaries entered into a consent order
under which Home Shopping Network agreed that it will not make claims for
specified categories of products, including any claim that any product can cure,
treat or prevent illness, or affect the structure or function of the human body,
unless it possesses competent and reliable scientific evidence to substantiate
the claims. The settlement did not represent an admission of wrongdoing by Home
Shopping Network, and did not require the payment of any monetary damages. The
FTC is investigating Home Shopping Network's compliance with its consent order.
The FTC has recently indicated to Home Shopping Network that it believes Home
Shopping Network has not complied with the consent order and that it intends to
seek monetary penalties and consumer redress for non-compliance.
 
ASCAP Litigation
 
Networks, along with almost every other satellite-delivered network, is involved
in continuing disputes regarding the amounts to be paid by it for the
performance of copyrighted music from members of the American Society of
Composers, Authors and Publishers ("ASCAP") and by Broadcast Music, Inc.
("BMI"). The payments to be made to ASCAP will be determined in a "rate court"
proceeding under the jurisdiction of the U.S. District Court in the Southern
District of New York. In the initial phase of this proceeding, it was determined
that Networks must pay ASCAP a specified interim fee, calculated as a percentage
of the gross revenues of each of USA Network and The Sci-Fi Channel. This fee
level is subject to upward or downward adjustment in future rate court
proceedings, or as the result of future negotiations, for all payments
subsequent to January 1, 1986 with respect to USA Network and for all payments
subsequent to launch with respect to The Sci-Fi Channel. All ASCAP claims prior
to these times have been settled and are final. As to BMI, Networks has agreed
with BMI with respect to certain interim fees to be paid by both USA Network and
Sci-Fi Channel. Subsequent to July 1, 1992 and subsequent to launch of The
Sci-Fi Channel, respectively, these interim fees are subject to upward or
downward adjustment, based on a future negotiated resolution or submission of
the issue to BMI's own federal "rate court." The Company cannot predict the
final
 
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outcome of these disputes, but does not believe that it will suffer any material
liability as a result thereof.
 
Ticketmaster Shareholder Litigation
 
The Company and certain of its directors (who were also directors of
Ticketmaster), along with other parties (including Ticketmaster), were named as
defendants in three purported class action lawsuits brought on behalf of
Ticketmaster shareholders in state court in Chicago and Los Angeles: In re
Ticketmaster Group, Inc. Securities Class Action Litigation, 97 CH 13411
(Circuit Court, Cook County, Ill.); Tiger Options LLC v. Ticketmaster Group,
Inc., et al., Case No. BC 180045 (Los Angeles Superior Court); and Bender v.
Ticketmaster Group, Inc., et al., Case No. BC 181006. The complaints in each
action generally allege that the defendants breached fiduciary duties they
allegedly owed to Ticketmaster shareholders in connection with the Company's
October 1997 merger proposal to Ticketmaster, and seek, among other things,
injunctive relief and damages in an unspecified amount. The Cook County Circuit
Court entered an order dismissing the Illinois case with prejudice. The
plaintiffs in the California cases agreed to postpone any response by defendants
to those complaints and defendants intend to seek dismissal of those cases based
on the decision of the Circuit Court in Illinois. No discovery or other
proceedings have taken place or been scheduled in any of the remaining actions.
The Company believes that the allegations against the Company and its directors
do not have merit.
 
Ticketmaster Consumer Class Action
 
During 1994, Ticketmaster was named as a defendant in 16 federal class action
lawsuits filed in United States District Courts purportedly on behalf of
consumers who were alleged to have purchased tickets to various events through
Ticketmaster. These lawsuits alleged that Ticketmaster's activities violated
antitrust laws. On December 7, 1994, the Judicial Panel on Multidistrict
Litigation transferred all of the lawsuits to the United States District Court
for the Eastern District of Missouri (the "District Court") for coordinated and
consolidated pretrial proceedings. After an amended and consolidated complaint
was filed by the plaintiffs, Ticketmaster filed a motion to dismiss and, on May
31, 1996, the District Court granted that motion ruling that the plaintiffs had
failed to state a claim upon which relief could be granted. On April 10, 1998,
the United States Court of Appeals for the Eighth Circuit issued an opinion
affirming the district court's ruling that the plaintiffs lack standing to
pursue their claims for damages under the antitrust laws and held that the
plaintiffs' status as indirect purchasers of Ticketmaster's services did not bar
them from seeking equitable relief against Ticketmaster. Discovery on the
plaintiff's remanded claim for equitable relief is ongoing in the District Court
and a trial date of July 17, 2000 has been set. On July 9, 1998, the plaintiffs
filed a petition for writ of certiorari to the United States Supreme Court
seeking review of the decision dismissing their damage claims. Plaintiff's
petition for writ of certiorari in the United States Supreme Court was denied on
January 19, 1999.
 
Ticketmaster has stated that the Court's affirmance of the decision prohibiting
plaintiffs from obtaining monetary damages against Ticketmaster eliminates the
substantial portion of plaintiffs' claims. With respect to injunctive relief,
the Antitrust Division of the United States Department of Justice had previously
investigated Ticketmaster for in excess of 15 months and closed its
investigation with no suggestion of any form of injunctive relief or
modification of the manner in which Ticketmaster does business.
 
Jovon Litigation
 
USA Capital Corporation holds an option to acquire 45% of the stock of Jovon
Broadcasting Corporation ("Jovon"), licensee of WJYS-TV, Hammond, Indiana. In a
1996 order, the FCC ruled that the Company could proceed to exercise its option
to acquire 45% of Jovon's stock, but limited
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the present exercise of that option to no more than 33% of Jovon's outstanding
stock. Jovon has filed a Petition with the FCC, requesting reconsideration and a
ruling that the option is no longer valid. Certain entities controlled by the
Company filed litigation on May 30, 1997 in the Circuit Court of Pinellas
County, Florida against Jovon seeking declaratory and injunctive relief to
permit the Company to proceed with the exercise of its option, or, in the
alternative, to obtain damages for breach of contract by Jovon. On September 11,
1998, the FCC released a Memorandum Opinion and Order ("Order") addressing
Jovon's petition for reconsideration of its 1996 ruling. In the Order, the FCC
affirmed its earlier holding that the option does not violate the cross-interest
policy and may be exercised up to a one-third equity interest in Jovon. The FCC
left the validity of the option agreement to be determined by the state courts.
On October 13, 1998, the Company filed a Request for Clarification, seeking to
confirm that it may use a trust mechanism in order to exercise the option. Jovon
has filed a response to the Request for Clarification. On January 9, 1998, the
Circuit Court of Pinellas County, Florida denied Jovon's motion to dismiss
litigation brought by certain entities controlled by the Company against Jovon.
However, the court stayed the action for a period of six months. A status
conference has been set for February 1, 1999 to determine whether the stay
should remain in effect.
 
Urban Litigation
 
Commencing in October 1996, Home Shopping Club, Inc. ("HSC") (predecessor in
interest to Home Shopping Club, L.P.) withheld monthly payments under the
Affiliation Agreement with Urban Broadcasting Corporation ("Urban") due to
certain breaches of the Affiliation Agreement by Urban. Urban has contested this
action. In addition, on January 10, 1997, Urban filed an Emergency Request for
Declaratory Ruling with the FCC requesting an order that the requirement in the
Affiliation Agreement that Urban broadcast at full power violates the FCC's
rules, or alternatively, requesting that the FCC revise the terms of the
Affiliation Agreement to bring it into compliance with its Rules. Urban also
requested that the FCC undertake an inquiry into the Company's actions of
withholding payments to Urban to determine whether the Company is fit to remain
an FCC licensee. As of this date, no ruling has been issued by the Commission.
 
On October 23, 1997, HSC filed suit against Urban in the Circuit Court for
Arlington County, Virginia seeking a judicial declaration that it was entitled
to withhold the payments in dispute because of Urban's breaches of the
Affiliation Agreement. Urban has responded with counterclaims and commenced a
related action in the Circuit Court against HSC, HSN, Inc. (now the Company) and
Silver King Broadcasting of Virginia, Inc. (now USA Station Group of Virginia,
Inc. ("USASGV")). Urban has asserted contract and tort claims related to HSC's
decision to withhold affiliation payments. The case is currently set for trial
on April 5-9, 1999. The Company, HSC and USASGV continue to defend the case
vigorously.
 
MovieFone Litigation
 
In March 1995, MovieFone, Inc. ("MovieFone") and The Teleticketing Company, L.P.
filed a complaint against Ticketmaster in the United States District Court for
the Southern District of New York. Plaintiffs allege that they are in the
business of providing movie information and teleticketing services, and that
they are parties to a contract with Pacer Cats Corporation, a wholly owned
subsidiary of Wembley plc ("Pacer Cats"), to provide teleticketing services to
movie theaters. Plaintiffs also allege that, together with Pacer Cats, they had
planned to commence selling tickets to live entertainment events, and that
Ticketmaster, by its conduct, frustrated and prevented plaintiffs' ability to do
so. Plaintiffs further allege that Ticketmaster has interfered with and caused
Pacer Cats to breach its contract with plaintiffs. The complaint asserts that
Ticketmaster's actions violate Section 7 of the Clayton Act and Sections 1 and 2
of the Sherman Act, and that Ticketmaster tortuously interfered with contractual
and prospective business relationships and seeks monetary and injunctive relief
based
 
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on such allegations. Ticketmaster filed a motion to dismiss. The court heard
oral argument on September 26, 1995. In March 1997, prior to the rendering of
any decision by the Court on Ticketmaster's motion to dismiss, Ticketmaster
received an amended complaint in which the plaintiffs assert essentially the
same claims as in the prior complaint but have added a RICO claim and tort
claims. Ticketmaster filed a motion to dismiss the amended complaint in April
1997, which is pending. Certain of the claims in this litigation are similar to
claims that were the subject of an arbitration award in which MovieFone was a
claimant and Pacer Cats a respondent. Among other things, the award included
damages from Pacer Cats to MovieFone of approximately $22.75 million before
interest and an injunction against certain entities, which may include certain
affiliates of Ticketmaster, restricting or prohibiting their activity with
respect to certain aspects of the movie teleticketing business for a specified
period of time. Neither the Company, Ticketmaster, nor any entity owned or
controlled by Ticketmaster, were parties to the arbitration. In May 1998,
MovieFone filed a petition in New York state court to hold an entity affiliated
with Ticketmaster in contempt of the injunction provision of the arbitration
award on the grounds that such entity is a successor or assignee of, or
otherwise acted in concert with, Pacer Cats. In November 1998, the court ruled
that the Ticketmaster affiliate is bound by the arbitrators' findings that it is
the successor to Pacer Cats and, as such, liable for breaches committed by Pacer
Cats and subject to the terms of the arbitration award's injunction. The court
further found that the Ticketmaster affiliate had violated the injunction and
awarded MovieFone approximately $1.38 million for losses it incurred as a result
of such violations. The Ticketmaster affiliate has filed a notice of appeal of
the court's decision, including to seek reversal of the ruling regarding
successor liability.
 
Other
 
The Issuers engaged in various other lawsuits either as plaintiffs or
defendants. In the opinion of management, the ultimate outcome of these various
lawsuits should not have a material impact on the Issuers.
 
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                               CORPORATE HISTORY
 
The Company was incorporated in July 1986 in Delaware under the name Silver King
Broadcasting Company, Inc. as a subsidiary of Holdco. On December 28, 1992,
Holdco distributed the capital stock of the Company to Holdco's stockholders.
 
SAVOY AND HOME SHOPPING MERGERS
 
In December 1996, the Company consummated mergers with Savoy Pictures
Entertainment, Inc. ("Savoy") (the "Savoy Merger") and Holdco (the "Home
Shopping Merger" and, together with the Savoy Merger, the "Mergers"), pursuant
to which Savoy and Holdco became subsidiaries of the Company. Concurrently with
the Mergers, the Company changed its name to HSN, Inc.
 
TICKETMASTER TRANSACTION
 
On July 17, 1997, the Company acquired a controlling interest in Ticketmaster
(the "Ticketmaster Acquisition") from Mr. Paul G. Allen in exchange for shares
of Common Stock. On June 24, 1998, the Company acquired the remaining
Ticketmaster common equity in a tax-free stock-for-stock merger (the
"Ticketmaster Merger" and together with the Ticketmaster Acquisition, the
"Ticketmaster Transaction").
 
UNIVERSAL TRANSACTION
 
On February 12, 1998, pursuant to the Universal Transaction, the Company
acquired USA Networks (which consisted of USA Networks and The Sci-Fi Channel
cable television networks) and Universal's domestic television production and
distribution business, which was renamed "Studios USA", from Universal, which is
controlled by Seagram. The consideration paid to Universal consisted of
approximately $1.6 billion in cash ($300 million of which was deferred with
interest) and an effective 45.8% interest in the Company through shares of
common stock, par value $.01 per share, of the Company (the "Common Stock"),
Class B common stock, par value $.01 per share, of the Company (the "Class B
Common Stock") and shares ("LLC Shares") of USANi LLC. The LLC Shares are
exchangeable for shares of Common Stock and Class B Common Stock. Due to FCC
restrictions on foreign ownership of entities controlling domestic television
broadcast licenses (such as USAi), Universal is limited in the number of shares
of the Company's stock that it may own. In connection with the Universal
Transaction, the Company formed USANi LLC primarily to hold the Company's
non-broadcast businesses in order to comply with such FCC restrictions and for
certain other tax and regulatory reasons. Universal's interest in USANi LLC is
not subject to the FCC foreign ownership limitations. The Company maintains
control and management of USANi LLC, and the businesses held by USANi LLC are
managed by the Company in substantially the same manner as they would be if the
Company held them directly through wholly owned subsidiaries. As long as Mr.
Diller is the Chairman and Chief Executive Officer of the Company and does not
become disabled, these arrangements will remain in place. At such time as Mr.
Diller no longer occupies such positions, or if Mr. Diller becomes disabled,
Universal has the right under certain circumstances to designate the manager of
USANi LLC (who would also be the Chairman and Chief Executive Officer of the
Company). If Universal does not have such right, Liberty may be entitled to
designate such persons. In all other cases, the Company is entitled to designate
the manager of USANi LLC.
 
In connection with the Universal Transaction, the Company changed its name to
USA Networks, Inc. and renamed its broadcast television division "USA
Broadcasting" (formerly "HSNi Broadcasting") and its primary television station
group "USA Station Group" (formerly "Silver King").
 
TICKETMASTER ONLINE-CITYSEARCH TRANSACTION
 
On September 28, 1998, CitySearch merged with Ticketmaster Online, a wholly
owned subsidiary of Ticketmaster, to form Ticketmaster Online -- CitySearch or
TMCS. Following the merger, TMCS
 
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was a majority-owned subsidiary of Ticketmaster. Shares of TMCS's Class B common
stock were sold to the public in an initial public offering that was consummated
on December 8, 1998. The TMCS Class B Common Stock is quoted on the Nasdaq Stock
Market. Following the initial public offering, as of December 31, 1998, USAi
beneficially owned 59.5% of the outstanding TMCS common stock, representing
67.3% of the total voting power of TMCS's outstanding common stock. For
financial reporting purposes, TMCS's Ticketmaster Online ticketing business is
considered part of the Company's Ticketing Operations, while TMCS's CitySearch
local city guides business is considered part of the Company's Internet
Services.
 
CORPORATE STRUCTURE; CONTROLLING SHAREHOLDERS
 
THE COMPANY.  As of December 31, 1998, Liberty, through certain companies owned
by Liberty and Mr. Diller, owned 3.8% of the outstanding Common Stock and 78.7%
of the outstanding Class B Common Stock and Universal owned approximately 6.7%
of the outstanding Common Stock and 21.3% of the outstanding Class B Common
Stock. Mr. Diller, through certain companies owned by Liberty and Mr. Diller,
his own holdings and the Stockholders Agreement, dated as of October 19, 1997
(the "Stockholders Agreement"), among Mr. Diller, Universal, Liberty, the
Company and Seagram, controls 74.5% of the outstanding total voting power of the
Company. Mr. Diller, subject to the Stockholders Agreement and subject to veto
rights of Universal and Liberty over certain fundamental changes, is effectively
able to control the outcome of nearly all matters submitted to a vote of the
Company's stockholders.
 
USANi LLC.  As of December 31, 1998, the Company owned directly 3.2%, and
indirectly through Holdco 38.8%, of the outstanding LLC Shares, Universal owned
49.5% of the outstanding LLC Shares and Liberty owned 8.5% of the outstanding
LLC Shares. In the event Mr. Diller is no longer Chief Executive Officer or if
Mr. Diller becomes disabled (as defined in the Governance Agreement), Universal
and Liberty will have certain additional rights regarding, among other things,
the management of USANi LLC and the ability to cause the Company to effect a
spinoff or other disposition of USA Broadcasting.
 
Pursuant to an exchange agreement among the Company, Universal and Liberty,
dated as of February 12, 1998 (the "LLC Exchange Agreement"), the LLC Shares
received by Universal and Liberty are exchangeable for shares of Common Stock
and Class B Common Stock (in the case of Universal) or Common Stock only (in the
case of Liberty). The Company has the right, subject to certain conditions, to
require Liberty to exchange such shares when, under applicable law (including
the regulations of the FCC), it is legally permitted to do so. Universal retains
the option, and the Company may not require Universal (other than in connection
with a sale of the Company as provided in the LLC Exchange Agreement), to
exchange its LLC Shares.
 
HOLDCO.  Pursuant to the Home Shopping Merger, Liberty retained a 19.9% equity
interest (9.2% of the voting power) in Holdco, a subsidiary of the Company in
which the Company owns the remaining equity and voting interests. As of December
31, 1998, Holdco's only asset was a 38.8% interest in USANi LLC. Holdco has a
dual-class common stock structure similar to the Company's. Pursuant to an
exchange agreement, dated as of December 20, 1996 (the "Liberty Exchange
Agreement"), between the Company and a subsidiary of Liberty, at such time or
from time to time as Liberty or its permitted transferee is allowed under
applicable FCC regulations to hold additional shares of the Company's stock,
Liberty or its permitted transferee will exchange its Holdco Common Stock and
its Holdco Class B Common Stock for shares of Common Stock and Class B Common
Stock, respectively, at the applicable conversion ratio. Liberty, however, is
obligated to effect an exchange only after all of its LLC Shares have been
exchanged for shares of Common Stock pursuant to the LLC Exchange Agreement.
Upon completion of the exchange of Liberty's Holdco shares, Holdco would become
a wholly owned subsidiary of the Company.
 
                                       104
   108
 
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
The following table sets forth the name, age and position of individuals who
serve as directors and executive officers of the Issuers, as indicated. Except
as otherwise indicated, each individual who serves as a director or executive
officer of the Company also serves in the same capacity at USANi LLC. Each
director will hold office until the next annual meeting of stockholders or until
his successor has been elected and qualified or until his earlier death,
resignation or removal. Officers of the Issuers are appointed by the Boards of
Directors of the Issuers and serve at the discretion of the Boards.
 


                NAME                   AGE                         POSITION
                ----                   ---                         --------
                                       
Barry Diller(1)......................   56   Director, Chairman of the Board and Chief Executive
                                             Officer
Michael P. Durney....................   36   Vice President and Controller
Victor A. Kaufman(1).................   55   Director, Office of the Chairman and Chief Financial
                                             Officer
D. Stephen Goodin....................   31   Vice President and Assistant to the Chairman
Dara Khosrowshahi....................   28   Vice President, Strategic Planning
Thomas J. Kuhn.......................   36   Senior Vice President, General Counsel and Secretary
Paul G. Allen(5).....................   45   Director
Robert R. Bennett(2).................   40   Director
Edgar J. Bronfman, Jr.(1)............   42   Director
James G. Held........................   49   Director, Chairman and Chief Executive Officer of
                                             Home Shopping Network
Leo J. Hindery, Jr.(2)...............   51   Director
Donald R. Keough(3)(4)...............   72   Director
John C. Malone(2)....................   57   Director
Robert W. Matschullat................   51   Director
Samuel Minzberg......................   49   Director
William D. Savoy(3)(4)(5)............   34   Director
H. Norman Schwarzkopf(3).............   64   Director

 
- -------------------------
 
(1) Member of the Executive Committee.
 
(2) Director of USANi LLC only.
 
(3) Member of the Audit Committee.
 
(4) Member of the Compensation/Benefits Committee.
 
(5) Member of the Performance-Based Compensation Committee.
 
Paul G. Allen has been a director of the Company and of USANi LLC since July
1997 and February 1998, respectively. Mr. Allen has been a private investor for
more than five years, with interests in a wide variety of companies, many of
which focus on multimedia digital communications such as Interval Research
Corporation, of which Mr. Allen is the controlling shareholder and a director.
In addition, Mr. Allen is the Chairman of the Board of Trail Blazers Inc. of the
National Basketball Association and is the owner of the Seattle Seahawks of the
National Football League.
 
                                       105
   109
 
Mr. Allen currently serves as a director of Microsoft Corporation and also
serves as a director of various private corporations.
 
Robert R. Bennett has been a director of USANi LLC since February 1998. He is
President and Chief Executive Officer of Liberty, the programming arm of TCI,
and Executive Vice President of TCI. Mr. Bennett has been with Liberty since its
inception in 1990, serving as its principal financial officer and in various
other officer capacities. Prior to the creation of Liberty, he was Vice
President and Director of Finance at TCI, where he was employed since 1987.
Before joining TCI, Mr. Bennett was with The Bank of New York in its
Communications Entertainment and Publishing Division. Mr. Bennett is a director
of Black Entertainment Television, Inc., United Video Satellite Group, Inc., TCI
Music, Inc. and Discovery Communications, Inc.
 
Edgar J. Bronfman, Jr. has been a director of the Company and of USANi LLC since
February 1998. He has been President and Chief Executive Officer of Seagram
since June 1994. Previously, he was President and Chief Operating Officer of
Seagram. Mr. Bronfman is a director of Seagram and a member of the Boards of The
Wharton School of the University of Pennsylvania, New York University Medical
Center, the Teamwork Foundation and WNET/13. Mr. Bronfman is also Chairman of
the Board of Governors of The Joseph H. Lauder Institute of Management &
International Studies at the University of Pennsylvania.
 
Barry Diller has been a director and the Chairman of the Board and Chief
Executive Officer of the Company and of USANi LLC since August 1995 and February
1998, respectively. He was Chairman of the Board and Chief Executive Officer of
QVC, Inc. from December 1992 through December 1994. From 1984 to 1992, Mr.
Diller served as the Chairman of the Board and Chief Executive Officer of Fox,
Inc. Prior to joining Fox, Inc., Mr. Diller served for ten years as Chairman of
the Board and Chief Executive Officer of Paramount Pictures Corporation. Mr.
Diller is a director and member of the Executive Committee of Seagram, and
serves as a director of Ticketmaster Online-CitySearch. He also serves on the
Board of the Museum of Television and Radio and is a member of the Board of
Councilors for the University of Southern California's School of Cinema-
Television and is a member of the Board of Directors of 13/WNET. Mr. Diller also
serves on the Board of Directors for AIDS Project Los Angeles, the Executive
Board for the Medical Sciences of University of California, Los Angeles and the
Board of the Children's Advocacy Center of Manhattan.
 
Michael P. Durney has been Vice President and Controller of the Company and of
USANi LLC since March 1998. Prior to joining the Company, from 1996 to 1998, he
was the Chief Financial Officer of Newport Media, Inc., and from 1994 to 1996 he
was Executive Vice President of Finance of Hallmark Entertainment, Inc. From
1989 to 1994, he was Vice President, Controller of Univision Television Group,
Inc.
 
Stephen Goodin has been Vice President and Assistant to the Chairman of the
Company and of USANi LLC since March 1998. Prior to joining the Company, he
served as Special Advisor to President William J. Clinton's Chief of Staff and
as the President's Aide for three years from October 1994 to December 1997.
Prior to his employment with the Office of the President, Mr. Goodin was the
Director of Operations-Finance at the Democratic National Committee from January
1993 to October 1994.
 
James G. Held has been a director of the Company and of USANi LLC since November
1995 and February 1998, respectively, and became President and CEO of Home
Shopping Network, a division of USA Networks, Inc., in November, 1995. Mr. Held
is currently Chairman and CEO of the Home Shopping Network division. Immediately
before coming to Home Shopping Network, Mr. Held was President and CEO of
Adrienne Vittadini, Inc., a company with interests in wholesale and apparel
manufacturing, retail sales and licensing. He joined Vittadini in January 1995,
moving there from QVC, Inc. He began his association with QVC in September 1993,
serving first as senior vice
 
                                       106
   110
 
president in charge of new business development and later becoming executive
vice president of merchandising, sales, product planning and new business
development.
 
Leo J. Hindery, Jr. has been a director of USANi LLC since February 1998. He has
served as the President and Chief Executive Officer of TCI Communications, Inc.
since March 1997. Mr. Hindery has also served as the President and Chief
Operating Officer of TCI since March 1997 and as the President and Chief
Executive Officer of TCI Pacific Communications, Inc. ("TPAC") since September
1997. In addition, he has served as a director of TCI Music since January 1997.
Mr. Hindery was previously founder, Managing General Partner and Chief Executive
Officer of InterMedia Partners, a cable television operator, and its affiliated
entities from 1988 to March 1997. Mr. Hindery is a director of TCI, and a
director of TCI Communications, Inc., TPAC, United Video Satellite Group, Inc.
and At Home Corporation, all of which are subsidiaries of TCI. Mr. Hindery is
also a director of TCI Satellite Entertainment ("Satellite"), Inc. and of
Cablevision Systems Corporation ("CSC"), Lenfest Group and Knowledge
Enterprises, Inc.
 
Victor A. Kaufman has been a director of the Company and of USANi LLC since
December 1996 and February 1998, respectively. Mr. Kaufman has served in the
Office of the Chairman for the Company since January 27, 1997, and as Chief
Financial Officer since November 1, 1997. Prior to that time, he served as
Chairman and Chief Executive Officer of Savoy since March 1992 and as a director
of Savoy since February 1992. Mr. Kaufman was the founding Chairman and Chief
Executive Officer of Tri-Star Pictures, Inc. ("Tri-Star") from 1983 until
December 1987, at which time he became President and Chief Executive Officer of
Tri-Star's successor company, Columbia Pictures Entertainment, Inc.
("Columbia"). He resigned from these positions at the end of 1989 following the
acquisition of Columbia by Sony USA, Inc. Mr. Kaufman joined Columbia in 1974
and served in a variety of senior positions at Columbia and its affiliates prior
to the founding of Tri-Star. Mr. Kaufman also serves as a director of
Ticketmaster-Online CitySearch.
 
Donald R. Keough has been a director of the Company and of USANi LLC since
September 1998. He is chairman of the board of Allen & Company Incorporated, a
New York investment banking firm. He was elected to that position on April 15,
1993. Mr. Keough retired as president, chief operating officer and a director of
The Coca-Cola Company in April 1993 and at that time, he was appointed advisor
to the board. Mr. Keough serves as a director on the boards of H. J. Heinz
Company, The Washington Post Company, The Home Depot, McDonald's Corporation and
is chairman of Excalibur Corporation. He is immediate past chairman of the board
of trustees of the University of Notre Dame and a trustee of several other
educational institutions. He also serves on the boards of a number of national
charitable and civic organizations.
 
Dara Khosrowshahi has been Vice President, Strategic Planning of the Company and
of USANi LLC since March 1998. Prior to joining the Company, from 1991 to 1998,
he worked at Allen & Company Incorporated where he served as a Vice President
from 1995 to 1998 and as Director from 1996 to 1998.
 
Thomas J. Kuhn has been Senior Vice President, General Counsel and Secretary of
the Company and of USANi LLC since February 1998. Prior to joining the Company,
from 1996 to 1998, he was a partner in the New York City law firm of Howard,
Smith & Levin LLP. From 1989 until 1996, Mr. Kuhn was associated with the law
firm of Wachtell, Lipton, Rosen & Katz in New York City.
 
John C. Malone has been a director of USANi LLC since September 1998. He has
been President and CEO of TCI since April 1973, and has served as Chairman of
Tele-Communications, Inc. since November, 1996. He is also a director of The
Bank of New York, BET Holdings, At Home Corporation, Cablevision Systems
Corporation, Lenfest Communications, and TCI Satellite.
 
Robert W. Matschullat has been a director of the Company and of USANi LLC since
February 1998. He has been Vice Chairman and Chief Financial Officer of Seagram
since
 
                                       107
   111
 
October 1995. Previously, he was Managing Director and Head of Worldwide
Investment Banking for Morgan Stanley & Co., Inc. and a director of Morgan
Stanley Group, Inc., investment bankers. Mr. Matschullat is a director of
Seagram and Transamerica Corporation.
 
Samuel Minzberg has been a director of the Company and of USANi LLC since
February 1998. He has been President and Chief Executive Officer of Claridge
Inc., a management company, since January 1, 1998. Previously, he was Chairman
of and a partner in the Montreal office of Goodman, Phillips and Vineberg,
attorneys at law, of which he is currently of counsel. Mr. Minzberg is a
director of Seagram and Koor Industries, Limited.
 
William D. Savoy has been a director of the Company and of USANi LLC since July
1997 and February 1998, respectively. Currently, Mr. Savoy serves as President
of Vulcan Northwest Inc. and Vice President of Vulcan Ventures Inc. From 1987
until November 1990, Mr. Savoy was employed by Layered, Inc. and became its
President in 1988. Mr. Savoy serves on the Advisory Board of DreamWorks SKG and
also serves as director of Ticketmaster Online-CitySearch, CNET, Inc., Harbinger
Corporation, Metricom, Inc., Telescan, Inc., and U.S. Satellite Broadcasting Co,
Inc.
 
Gen. H. Norman Schwarzkopf has been a director of the Company and USANi LLC
since December 1996 and February 1998, respectively. He previously had served as
a director of Home Shopping Network since May 1996. Since his retirement from
the military in August 1991, Gen. Schwarzkopf has been an author and a
participant in several television specials and is currently working with NBC on
additional television programs. From August 1990 to August 1991, he served as
Commander-in-Chief, United States Central Command and Commander of Operations,
Desert Shield and Desert Storm. General Schwarzkopf had 35 years of service with
the military. He is also on the Board of Governors of the Nature Conservancy,
Chairman of the Starbright Capital Campaign, co-founder of the Boggy Creek Gang,
a member of the University of Richmond Board of Trustees, and serves on the
Boards of Directors of Borg Warner Security Corporation, Remington Arms Company,
Kuhlman Corporation and Cap CURE, Association for the Cure of Cancer of the
Prostate.
 
BOARD COMMITTEES
 
Executive Committee
 
The Executive Committee of the Boards of Directors of the Issuers, consisting of
Messrs. Bronfman, Diller and Kaufman, has all the power and authority of the
Boards of Directors of the Issuers, except those powers specifically reserved to
the Boards by Delaware law or the Issuers' respective organizational documents.
 
Audit Committee
 
The Audit Committee of the Boards of Directors of the Issuers, currently
consisting of Messrs. Keough and Savoy and Gen. Schwarzkopf, is authorized to
recommend to the Boards of Directors independent certified public accounting
firms for selection as auditors of the Issuers; make recommendations to the
Boards of Directors on auditing matters; examine and make recommendations to the
Boards of Directors concerning the scope of audits; and review and approve the
terms of transactions between or among the Issuers and related parties. None of
the members of the Audit Committee is an employee of the Issuers.
 
Compensation/Benefits Committee
 
The Compensation/Benefits Committee of the Boards of Directors of the Issuers,
currently consisting of Messrs. Keough and Savoy, is authorized to exercise all
of the powers of the Boards of Directors with respect to matters pertaining to
compensation and benefits, including, but not limited to, salary
 
                                       108
   112
 
matters, incentive/bonus plans, stock option plans, investment programs and
insurance plans, except that the Performance-Based Compensation Committee
exercises such powers with respect to performance-based compensation of
corporate officers who are, or who are likely to become, subject to Section
162(m) of the Internal Revenue Code. The Compensation/Benefits Committee is also
authorized to exercise all of the powers of the Boards of Directors in matters
pertaining to employee promotions and the designation and/or revision of
employee positions and job titles. None of the members of the
Compensation/Benefits Committee is an employee of the Issuers.
 
Performance-Based Compensation Committee
 
The Performance-Based Compensation Committee of the Boards of Directors of the
Issuers, currently consisting of Messrs. Allen and Savoy, is authorized to
exercise all of the powers of the Board of Directors with respect to matters
pertaining to performance-based compensation of corporate officers who are, or
are likely to become, subject to Section 162(m) of the Internal Revenue Code.
(Section 162(m) limits the deductibility of compensation in excess of $1,000,000
paid to a corporation's chief executive officer and four other most highly
compensated executive officers, unless certain conditions are met.) None of the
members of the Performance-based Compensation Committee is an employee of the
Issuers.
 
                                       109
   113
 
COMPENSATION OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
 
General
 
This section of the Prospectus sets forth certain information pertaining to
compensation of the Chief Executive Officer of the Issuers and the Issuers' four
most highly compensated executive officers other than the Chief Executive
Officer, as well as information pertaining to the compensation of members of the
Boards of Directors of the Issuers.
 
Summary of Executive Officer Compensation
 
The following table sets forth information concerning total compensation earned
by the Chief Executive Officer and the four other most highly compensated
executive officers of the Issuers who served in such capacities as of December
31, 1998 (the "Named Executive Officers") for services rendered to the Issuers
during each of the last three fiscal years. The information set forth below
represents all compensation earned by the Named Executive Officers for all
services performed for each Issuer or any of its subsidiaries. The Named
Executive Officers did not receive separate or additional compensation for
serving in their respective capacities for each Issuer.
 
                           SUMMARY COMPENSATION TABLE
 


                                        ANNUAL COMPENSATION                  LONG TERM COMPENSATION
                           ----------------------------------------------    -----------------------
                                                                OTHER        RESTRICTED
                                                                ANNUAL         STOCK         STOCK       ALL OTHER
                           FISCAL    SALARY       BONUS      COMPENSATION      AWARDS       OPTIONS     COMPENSATION
NAME & PRINCIPAL POSITION   YEAR       ($)         ($)          ($)(1)          ($)         (#)(2)          ($)
- -------------------------  ------    -------    ---------    ------------    ----------    ---------    ------------
                                                                                   
Barry Diller...........     1998     126,923(3)         0        --                 0              0     1,288,472(4)(5)
  Chairman and              1997           0            0        --                 0      9,500,000(6)  1,282,343(4)
  Chief Executive           1996           0    1,618,722(7)     --                 0              0     1,280,508(4)(5)
  Officer                                                                           0
Victor A. Kaufman......     1998     500,000      450,000(9)     --           500,000(10)    100,000(11)      4,800(5)
  Office of the             1997     500,000            0        --                 0        500,000(11)          0
  Chairman and              1996      19,230            0        --                 0        346,000(11)          0
  Chief Financial
  Officer(8)
Thomas J. Kuhn.........     1998     398,077(13)   450,000(9)     --          187,500(10)    250,000(14)      2,118(5)
  Senior Vice President,
  General Counsel and
  Secretary(12)
Dara Khosrowshahi......     1998     248,077(16)   300,000(9)     --          125,000(10)    220,000(17)          0
  Vice President,
  Strategic Planning(15)
Michael P. Durney......     1998     187,500(19)   125,000(9)     --                0         70,000(20)      1,731(5)
  Vice President and
  Controller(18)

 
- ---------------
 (1) Disclosure of perquisites and other personal benefits, securities or
     property received by each of the Named Executive Officers is only required
     where the aggregate amount of such compensation exceeded the lesser of
     $50,000 or 10% of the total of the Named Executive Officer's salary and
     bonus for the year.
 
 (2) These option grants reflect the two-for-one stock split which became
     effective on March 26, 1998.
 
 (3) Reflects an annual base salary of $500,000 commencing September 25, 1998.
 
 (4) Mr. Diller was granted options in 1995 to purchase 3,791,694 shares of
     Common Stock, vesting over a four-year period, at an exercise price below
     the fair market value of Common Stock on
 
                                       110
   114
 
     the date of grant. USAi has amortized unearned compensation of $993,135 in
     1996, $995,856 in 1997 and $999,162 in 1998. In addition, Mr. Diller has an
     interest-free, secured, non-recourse promissory note in the amount of
     $4,997,779 payable to USAi which was used to purchase 441,988 shares of
     Common Stock. As a result, Mr. Diller had compensation for imputed interest
     of $286,373 in 1996, $286,487 in 1997 and $286,368 in 1998.
 
 (5) Includes USAi's matching contributions under its 401(k) Retirement Savings
     Plan (the "401(k) Plan"). Pursuant to the 401(k) Plan as in effect through
     December 31, 1998, the Company matches $.50 for each dollar a participant
     contributes up to the first 6% of compensation.
 
 (6) Consists of options to purchase 9,500,000 shares of Common Stock granted
     pursuant to the 1997 Incentive Plan.
 
 (7) Pursuant to an equity compensation agreement between Mr. Diller and USAi
     (the "Equity Compensation Agreement"), Mr. Diller received a bonus payment
     of approximately $2.5 million on August 24, 1996. USAi accrued four months
     and seven days of such bonus in periods prior to the year ended December
     31, 1996.
 
 (8) Mr. Kaufman assumed the position of Chief Financial Officer of USAi on
     November 1, 1997.
 
 (9) Of this amount, Messrs. Kaufman, Kuhn, Khosrowshahi and Durney made
     preliminary elections to defer $225,000, $90,000, $60,000 and $62,500,
     respectively, pursuant to the Company's Bonus Stock Purchase Program. Under
     the Bonus Stock Purchase Program, in lieu of receiving a cash payment for
     the entire amount of their 1998 bonuses, all bonus eligible employees of
     the Company had a right to make an initial election to purchase shares of
     Common Stock (the "Bonus Shares") with up to 50% of the value of their 1998
     bonus payments. Employees receive a 20% discount on the purchase price of
     Bonus Shares, which is calculated by taking the average of the high and low
     trading prices of Common Stock over a specified period of time. In
     mid-February of 1999, after the purchase price is determined, employees
     have an opportunity to revoke or decrease their initial elections.
 
(10) As of December 31, 1998, Messrs. Kaufman, Kuhn and Khosrowshahi held
     20,000, 7,500 and 5,000 shares of Restricted Common Stock, respectively,
     all of which were granted by the Company to such persons on December 15,
     1998. These shares vest on the third anniversary of the date of grant,
     except for Mr. Kaufman's shares, which vest on the first anniversary of the
     date of grant. The value of these shares as of December 31, 1998 was
     $662,500, $248,438 and $165,625, respectively.
 
(11) For 1998, consists of options to purchase 100,000 shares of Common Stock
     granted pursuant to the 1997 Incentive Plan. For 1997, consists of options
     to purchase 500,000 shares of Common Stock granted pursuant to the 1997
     Incentive Plan. For 1996, consists of 56,000 options to purchase Common
     Stock assumed by USAi pursuant to the Savoy Merger, 90,000 options to
     purchase Common Stock resulting from conversion of options granted pursuant
     to the 1996 Home Shopping Network, Inc. Employee Stock Plan (the "Home
     Shopping Employee Plan") and 200,000 options to purchase Common Stock
     granted pursuant to the 1995 Stock Incentive Plan.
 
(12) Mr. Kuhn joined USAi as its Senior Vice President, General Counsel and
     Secretary on February 9, 1998.
 
(13) Reflects an annual base salary of $450,000 commencing February 9, 1998.
 
(14) Consists of options to purchase 250,000 shares of Common Stock granted
     pursuant to the 1997 Incentive Plan.
 
(15) Mr. Khosrowshahi joined USAi as its Vice President, Strategic Planning on
     March 2, 1998.
 
(16) Reflects an annual base salary of $300,000 commencing March 2, 1998.
 
                                       111
   115
 
(17) Consists of options to purchase 220,000 shares of Common Stock granted
     pursuant to the 1997 Incentive Plan.
 
(18) Mr. Durney joined USAi as its Vice President and Controller on March 30,
     1998.
 
(19) Reflects an annual base salary of $250,000 commencing March 30, 1988.
 
(20) Consists of options to purchase 70,000 shares of Common Stock granted
     pursuant to the 1997 Incentive Plan.
 
Option Grants
 
The following table sets forth information with respect to options to purchase
Common Stock granted to the Named Executive Officers during the year ended
December 31, 1998. The grants were made under the 1997 Incentive Plan.
 
The 1997 Incentive Plan is administered by the Compensation/Benefits Committee
and the Performance-Based Compensation Committee, which have the sole discretion
to determine the selected officers, employees and consultants to whom incentive
or non-qualified options, SARs, restricted stock and performance units may be
granted. As to such awards, the Compensation/ Benefits Committee and the
Performance-Based Compensation Committee also have the sole discretion to
determine the number of shares subject thereto and the type, terms, conditions
and restrictions thereof. The exercise price of an incentive stock option
granted under the 1997 Incentive Plan must be at least 100% of the fair market
value of the Common Stock on the date of grant. In addition, options granted
under the 1997 Incentive Plan terminate within ten years of the date of grant.
To date, only non-qualified stock options have been granted under the 1997
Incentive Plan.
 
                    OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
 


                                                 PERCENT                                 POTENTIAL REALIZABLE
                                                OF TOTAL                                   VALUE AT ASSUMED
                                 NUMBER OF     OPTIONS TO                                   ANNUAL RATES OF
                                SECURITIES      EMPLOYEES    EXERCISE                  STOCK PRICE APPRECIATION
                                UNDERLYING       GRANTED       PRICE                      FOR OPTION TERMS(4)
                                  OPTIONS        IN THE      PER SHARE   EXPIRATION    -------------------------
            NAME               GRANTED(#)(2)   FISCAL YEAR    ($/SH)      DATE(3)         5%($)        10%($)
            ----               -------------   -----------   ---------   ----------    -----------   -----------
                                                                                   
Barry Diller.................           0           --            --           --              --            --
  Chairman and Chief
  Executive Officer
Victor A. Kaufman............     100,000         1.69%        25.00     12/15/2008     1,572,237     3,984,356
  Office of the Chairman and
  Chief Financial Officer
Thomas J. Kuhn...............     200,000         3.39%        24.50     02/09/2008     3,081,584     7,809,338
  Senior Vice President,           50,000         0.85%        25.00     12/15/2008       786,118     1,992,178
  General Counsel and
  Secretary
Dara Khosrowshahi............     120,000         2.03%        25.75     03/02/2008     1,943,284     4,924,664
  Vice President, Strategic       100,000         1.69%        25.00     12/15/2008     1,572,237     3,984,356
  Planning
Michael P. Durney............      50,000         0.85%        26.75     03/30/2008       841,147     2,131,631
  Vice President and               20,000         0.34%        25.00     12/15/2008       314,447       796,871
  Controller                                                                                                     

 
- ---------------
(1) Under the 1997 Incentive Plan, the Compensation/Benefits Committee and the
    Performance-Based Compensation Committee retain discretion, subject to plan
    limits, to modify the terms of outstanding options and to reprice such
    options.
 
(2) These option grants and the related exercise prices reflect the two-for-one
    stock split which became effective on March 26, 1998.
 
(3) Under the 1997 Incentive Plan, the Compensation/Benefits Committee and the
    Performance-Based Compensation Committee determine the exercise price,
    vesting schedule and exercise
 
                                       112
   116
 
    periods for option grants made pursuant to such Plan. Options granted during
    the year ended December 31, 1998, generally become exercisable in four equal
    annual installments commencing on the first anniversary of the grant date.
    Each such option expires ten years from the date of grant.
 
(4) Potential value is reported net of the option exercise price, but before
    taxes associated with exercise. These amounts represent certain assumed
    rates of appreciation only. Actual gains, if any, on stock option exercises
    are dependent on the future performance of Common Stock, overall stock
    market conditions, as well as on the option holders' continued employment
    through the vesting period. The amounts reflected in this table may not
    necessarily be achieved.
 
The table below sets forth information concerning the exercise of stock options
by the Named Executive Officers during the year ended December 31, 1998 and the
fiscal year-end value of all unexercised options held by such persons.
 
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION VALUES(1)
 


                                                          NUMBER OF UNEXERCISED         VALUE OF UNEXERCISED
                                                             OPTIONS HELD AT           IN-THE-MONEY OPTIONS AT
                                            VALUE             YEAR END (#)                 YEAR-END($)(2)
                            ACQUIRED ON    REALIZED    ---------------------------   ---------------------------
           NAME             EXERCISE(#)      ($)       EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
           ----             -----------   ----------   -----------   -------------   -----------   -------------
                                                                                 
Barry Diller..............    980,000     14,754,390   14,153,770     11,377,924     300,853,247    195,495,882
  Chairman and Chief
     Executive Officer
Victor A. Kaufman.........          0              0      317,000        629,000       4,584,016      9,253,274
  Office of the Chairman
     and Chief Financial
     Officer
Thomas J. Kuhn............          0              0            0        250,000               0      2,131,250
  Senior Vice President,
     General Counsel and
     Secretary
Dara Khosrowshahi.........          0              0            0        220,000               0      1,697,500
  Vice President,
     Strategic Planning
Michael P. Durney.........          0              0            0         70,000               0        481,250
  Vice President and
     Controller

 
- -------------------------
 
(1) Reflects the two-for-one stock split which became effective on March 26,
    1998.
 
(2) Represents the difference between the $33.125 closing price of Common Stock
    on December 31, 1998 and the exercise price of the options, and does not
    include the U.S. federal and state taxes due upon exercise.
 
Compensation of Outside Directors
 
Each director of USAi and USANi LLC who is not an employee of USAi, USANi LLC or
one of their respective subsidiaries receives an annual retainer of $30,000 per
year. USAi also pays each such director $1,000 for each USAi or USANi LLC Board
meeting and each USAi or USANi LLC Board committee meeting attended, plus
reimbursement for all reasonable expenses incurred by such director in
connection with attendance at any such meeting. For the year ended December 31,
1998, the directors that were designated by Universal and Liberty waived their
rights to receive such annual retainer and attendance fees.
 
                                       113
   117
 
Under the USAi Directors' Stock Option Plan (the "Directors' Stock Option
Plan"), directors who are not employees of USAi, USANi LLC or one of their
respective subsidiaries receive a grant of options to purchase 5,000 shares of
Common Stock upon initial election to office and thereafter annually on the date
of USAi's annual meeting of stockholders at which the director is re-elected.
The exercise price per share of Common Stock subject to such options is the fair
market value of Common Stock on the date of grant, which is defined as the mean
of the high and low sale price on such date on any stock exchange on which
Common Stock is listed or as reported by NASDAQ, or, in the event that Common
Stock is not so listed or reported, as determined by an investment banking firm
selected by the Compensation/Benefits Committee. Such options vest in increments
of 1,667 shares on each of the first two anniversaries of the date of grant, and
1,666 shares on the third. The options expire ten years from the date of grant.
For the year ended December 31, 1998, the directors that were designated by
Universal and Liberty waived their rights to receive such option grants.
 
Equity Compensation Agreement; Employment Agreements; Stock Option Grant
Agreements
 
MR. DILLER.  On October 19, 1997, the Company and Mr. Diller entered into a
stock option grant agreement pursuant to which, in connection with the Universal
Transaction, the Company granted Mr. Diller options to purchase 9,500,000 shares
of Common Stock at an exercise price of $19.3125 per share. These options become
exercisable with respect to 25% of the total shares on each of the first four
anniversaries of the grant date. Upon a Change of Control (as defined in the
stock option grant agreement), all of Mr. Diller's options that have not
previously become exercisable or been terminated will become exercisable.
 
Mr. Diller waived any acceleration of his stock options which may have been
triggered by the Universal Transaction. Mr. Diller's Equity and Bonus
Compensation Agreement with the Company, dated August 24, 1995 discussed below,
provides for a gross-up payment to be made to Mr. Diller, if necessary, to
eliminate the effect of the imposition of the excise tax under Section 4999 of
the Code upon payments made to Mr. Diller and imposition of income and excise
taxes on such gross-up payment.
 
Mr. Diller and the Company are also parties to the Equity and Bonus Compensation
Agreement dated as of August 26, 1995. Under that Agreement, the Company issued
and sold to Mr. Diller 441,988 shares of Common Stock at $11.3125 per share in
cash (the "Initial Diller Shares") and an additional 441,988 shares of Common
Stock for the same per share price (the "Additional Diller Shares") payable by
means of a cash payment of $2,210 and an interest-free, secured, non-recourse
promissory note in the amount of $4,997,779. The promissory note is secured by
the Additional Diller Shares and by that portion of the Initial Diller Shares
having a fair market value on the purchase date of 20% of the principal amount
of the promissory note. In addition, the Company granted options to Mr. Diller
to purchase 3,791,694 shares of Common Stock at $11.3125 per share (the "Diller
Options"). The Diller Options were granted in tandem with conditional SARs,
which become exercisable only in the event of a change of control of the Company
and in lieu of exercise of the Diller Options. The Initial and Additional Shares
and the Diller Options were issued to Mr. Diller below the adjusted market price
of $12.375 on August 24, 1995.
 
Mr. Diller was also granted a bonus arrangement, contractually independent from
the promissory note, pursuant to which he received a bonus payment of
approximately $2.5 million on August 24, 1996, and was to receive a further such
bonus payment on August 24, 1997, which was deferred. The deferred amount
accrues interest at a rate of 6% per annum. Mr. Diller also received $966,263
for payment of taxes by Mr. Diller due to the compensation expense which
resulted from the difference in the per share fair market value of Common Stock
and the per share purchase price of the Initial Diller Shares and Additional
Diller Shares.
 
                                       114
   118
 
MR. DURNEY.  On March 30, 1998, the Company and Mr. Durney entered into a
three-year employment agreement (the "Durney Employment Agreement), providing
for an annual base salary of $250,000 per year. Mr. Durney is also eligible to
receive an annual discretionary bonus.
 
The Durney Employment Agreement provides for a grant of options to purchase
50,000 shares of Common Stock. Mr. Durney's options become exercisable with
respect to 25% of the total shares on March 30, 1999 and on each of the next
three anniversaries of such date. Upon a Change of Control (as defined in the
1997 Incentive Plan), 100% of Mr. Durney's options become vested and
exercisable. Mr. Durney's options expire upon the earlier to occur of 10 years
from the date of grant or 90 days following the termination of his employment
for any reason. In the event that Mr. Durney's employment is terminated by the
Company for any reason other than Cause (as defined in the Durney Employment
Agreement), death or disability, the Company is required to pay Mr. Durney's
base salary through the end of the term of his agreement (subject to mitigation
by Mr. Durney).
 
MR. KAUFMAN.  As of October 19, 1997, the Company and Mr. Kaufman entered into a
stock option grant agreement pursuant to which, the Company granted Mr. Kaufman
options to purchase 500,000 shares of Common Stock for an exercise price of
$19.3125 per share, on substantially the same terms and conditions as Mr.
Diller's options granted on such date. Mr. Kaufman also waived any acceleration
of his stock options that may have been triggered by the Universal Transaction.
 
MR. KHOSROWSHAHI.  On March 2, 1999, the Company and Mr. Khosrowshahi entered
into a three-year employment agreement (the "Khosrowshahi Employment
Agreement"), providing for an annual base salary of $300,000 per year. Mr.
Khosrowshahi is also eligible to receive an annual discretionary bonus.
 
The Khosrowshahi Employment Agreement provides for a grant of options to
purchase 120,000 shares of Common Stock. Mr. Khosrowshahi's options become
exercisable with respect to 25% of the total shares on March 2, 1999 and on each
of the next three anniversaries of such date. Upon a Change of Control (as
defined in the 1997 Incentive Plan), 100% of Mr. Khosrowshahi's options become
vested and exercisable. Upon termination by the Company of Mr. Khosrowshahi's
employment for any reason other than death, disability or Cause (as defined in
the Khosrowshahi Employment Agreement), or if Mr. Khosrowshahi terminates his
employment for Good Reason (as defined in the Khosrowshahi Employment
Agreement), the Company is required to pay Mr. Khosrowshahi the present value of
his base salary through the term of his agreement in a lump sum within thirty
days of the termination date (subject to mitigation by Mr. Khosrowshahi). In the
event of a termination for any reason other than death, disability or Cause or
if Mr. Khosrowshahi terminates his employment for Good Reason, Mr.
Khosrowshahi's options will vest immediately and remain exercisable for one year
from the date of such termination.
 
MR. KUHN.  On February 9, 1998, the Company and Mr. Kuhn entered into a
four-year employment agreement (the "Kuhn Employment Agreement"), providing for
an annual base salary of $450,000 per year. Mr. Kuhn is also eligible to receive
an annual discretionary bonus.
 
The Kuhn Employment Agreement provides for a grant of options to purchase
200,000 shares of Common Stock. Mr. Kuhn's options will become exercisable with
respect to 25% of the total shares on February 9, 1999 and on each of the next
three anniversaries of such date. The provisions in the Kuhn Employment
Agreement regarding Change of Control, payment upon termination (for any reason
other than death, disability or Cause), payment in the event Mr. Kuhn terminates
his employment for Good Reason (as defined in the Kuhn Employment Agreement),
and vesting and exercisability of options upon termination are substantially the
same as those in the Khosrowshahi Employment Agreement.
 
                                       115
   119
 
         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth, as of December 31, 1998, information relating to
the beneficial ownership of Common Stock by (i) each person known by USAi to own
beneficially more than 5% of the outstanding shares of Common Stock, (ii) each
director of the Issuers, (iii) each of the Named Executive Officers, and (iv)
all executive officers and directors of the Issuers as a group:
 


                                                    NUMBER OF     PERCENT     PERCENT OF VOTES
NAME AND ADDRESS OF BENEFICIAL OWNER                  SHARES      OF CLASS    (ALL CLASSES)(1)
- ------------------------------------                ----------    --------    ----------------
                                                                     
Capital Research & Management Co.(2)..............   7,796,500       6.1%            1.8%
  333 South Hope Street
  Los Angeles, CA 90071
Tele-Communications, Inc.(3)(4)...................  29,622,335      19.5%           57.1%
  5619 DTC Parkway
  Englewood, CO 80111
The Seagram Co. Ltd.(5)...........................  15,205,654      11.3%           17.1%
  375 Park Avenue
  New York, NY 10152
Barry Diller(3)(6)................................  60,071,714      34.7%           75.3%
Paul Allen(7).....................................  15,830,348      12.4%            3.6%
Robert R. Bennett (8)(9)..........................      13,048         *               *
Edgar J. Bronfman, Jr.(9).........................           0         *               *
Michael P. Durney(10).............................         900         *               *
James G. Held(11).................................   1,711,493       1.3%              *
Leo J. Hindery(9)(12).............................      85,500         *               *
Victor A. Kaufman(13).............................     495,000         *               *
Donald R. Keough(14)..............................      10,000         *               *
Dara Khosrowshahi.................................           0         *               *
Thomas J. Kuhn(15)................................      50,507         *               *
John C. Malone(9).................................           0         *               *
Robert W. Matschullat(9)..........................           0         *               *
Samuel Minzberg(9)................................           0         *               *
William D. Savoy(16)..............................      76,745         *               *
Gen. H. Norman Schwarzkopf(17)....................      47,000         *               *
All executive officers and directors as a group
  (17 persons)....................................  78,392,255      44.7%           78.9%

 
- -------------------------
 
   * The percentage of shares beneficially owned does not exceed 1% of the
     class.
 
      Unless otherwise indicated, beneficial owners listed here may be contacted
      at USAi's corporate headquarters address, 152 West 57th Street, New York,
      NY 10019. The number of shares and percent of class listed assumes the
      conversion of any shares of Class B Common Stock owned by such listed
      person, but does not assume the conversion of Class B Common Stock owned
      by any other person. Shares of Class B Common Stock may at the option of
      the holder be converted on a one-for-one basis into shares of Common
      Stock. Under the rules of the SEC, a person is deemed to be a "beneficial
      owner" of a security if that person has or shares "voting
 
                                       116
   120
 
      power," which includes the power to vote or to direct the voting of such
      security, or "investment power," which includes the power to dispose of or
      to direct the disposition of such security. A person is also deemed to be
      the beneficial owner of any securities of which that person has the right
      to acquire beneficial ownership within 60 days. Under these rules, more
      than one person may be deemed to be a beneficial owner of the same
      securities and a person may be deemed to be a beneficial owner of
      securities as to which that person has no beneficial interest. For each
      listed person, the number of shares and percent of class listed includes
      shares of Common Stock that may be acquired by such person upon exercise
      of stock options that are or will be exercisable within 60 days of
      December 31, 1998.
 
 (1) The percentage of votes for all classes is based on one vote for each share
     of Common Stock and ten votes for each share of Class B Common Stock. These
     figures do not include any unissued shares of Common Stock or Class B
     Common Stock issuable upon conversion of Liberty HSN's Home Shopping shares
     and LLC Shares beneficially owned by Liberty or Seagram.
 
 (2) Based upon information provided to the Issuers by Capital Research &
     Management Co. as of September 30, 1998.
 
 (3) Liberty, a wholly owned subsidiary of TCI, Universal, Seagram, the parent
     of Universal, USAi and Mr. Diller are parties to a stockholders agreement
     (the "Stockholders Agreement"), pursuant to which Liberty and Mr. Diller
     have formed BDTV INC., BDTV II INC., BDTV III INC. and BDTV IV INC
     (collectively, the "BDTV Entities") which entities, as of December 31,
     1998, held 4,000,000, 15,618,222, 4,005,182 and 800,000 shares of Class B
     Common Stock, respectively, and an aggregate of 22 shares of Common Stock
     collectively. Mr. Diller generally has the right to vote all of the shares
     of Common Stock and Class B Common Stock held by the BDTV Entities', and
     the shares of Common Stock and Class B Common Stock held by Seagram and
     Liberty.
 
 (4) Consists of 4,820,587 shares of Common Stock and 378,322 shares of Class B
     Common Stock held by Liberty as to which Mr. Diller has general voting
     power and which are otherwise beneficially owned by TCI, and 22 shares of
     Common Stock and 24,423,404 shares of Class B Common Stock held by the BDTV
     Entities. These shares are subject to the Stockholders Agreement.
 
 (5) Consists of 8,490,654 shares of Common Stock and 6,715,000 shares of Class
     B Common Stock held by Universal as to which Mr. Diller has general voting
     power and which are otherwise beneficially owned by Seagram. These shares
     are subject to the Stockholders Agreement.
 
 (6) Consists of 1,029,954 shares of Common Stock owned by Mr. Diller, options
     to purchase 14,153,771 shares of Common Stock granted pursuant to the
     Company's stock option plans, 60,000 shares of Common Stock held by a
     private foundation as to which Mr. Diller disclaims beneficial ownership,
     22 shares of Common Stock and 24,423,404 shares of Class B Common Stock
     held by the BDTV Entities, and 4,820,587 shares of Common Stock and 378,322
     shares of Class B Common (which are held by Liberty and otherwise
     beneficially owned by TCI) and 8,490,654 shares of Common Stock and
     6,715,000 shares of Class B Common Stock (which are held by Universal and
     otherwise beneficially owned by Seagram) as to which Mr. Diller has general
     voting authority pursuant to the Stockholders Agreement.
 
 (7) Consists of 15,822,014 shares of Common Stock and options to purchase 8,334
     shares of Common Stock granted pursuant to the Company's stock option
     plans.
 
 (8) Consists of 13,048 shares of Common Stock.
 
 (9) Has waived the right to receive options under the Directors' Stock Option
     Plan.
 
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   121
 
(10) Consists of 900 shares of Common Stock.
 
(11) Consists of options to purchase 1,711,400 shares of Common Stock granted
     pursuant to the Company's stock option plans and 93 shares of Common Stock
     purchased under the 401(k) Plan.
 
(12) Consists of options to purchase 85,500 shares of Common Stock granted
     pursuant to the Company's stock option plans.
 
(13) Consists of 160,000 shares of Common Stock, and options to purchase 335,000
     shares of Common Stock granted pursuant to the Company's stock option
     plans.
 
(14) Consists of 10,000 shares of Common Stock. Does not include 31,198 shares
     of Common Stock held by an irrevocable trust for the benefit of a family
     member as to which shares Mr. Keough disclaims beneficial ownership. Also
     does not include 1,577,619 shares of Common Stock beneficially owned, as of
     November 1998, by Allen & Co., for which Mr. Keough serves as Chairman, and
     certain of its affiliates. Mr. Keough disclaims beneficial ownership of
     such shares.
 
(15) Consists of options to purchase 50,000 shares of Common Stock granted
     pursuant to the Company's stock option plans and 507 shares of Common Stock
     purchased under the 401(k) Plan.
 
(16) Consists of 29,000 shares of Common Stock and options to purchase 47,745
     shares of Common Stock granted pursuant to the Company's stock option
     plans.
 
(17) Consists of options to purchase 47,000 shares of Common Stock granted
     pursuant to the Company's stock option plans.
 
The following table sets forth, as of December 31, 1998, information relating to
the beneficial ownership of Class B Common Stock:
 


NAME AND ADDRESS                                              NUMBER OF       PERCENT
OF BENEFICIAL OWNER                                           SHARES(1)      OF CLASS
- -------------------                                           ----------    -----------
                                                                      
Barry Diller(2).............................................  31,516,726        100%
  c/o USA Networks, Inc.
  152 West 57th Street
  New York, NY 10019
Tele-Communications, Inc.(2)(3).............................  24,801,726       78.7%
  5619 DTC Parkway
  Englewood, CO 80111
BDTV Entities(2)(3).........................................  24,423,404       77.5%
  (includes BDTV INC., BDTV II INC.,
  BDTV III INC. and BDTV IV INC.)
  8800 West Sunset Boulevard
  West Hollywood, CA 90069
The Seagram Company Ltd.(4).................................   6,715,000       21.3%
  375 Park Avenue
  New York, NY 10152

 
- -------------------------
 
(1) All or any portion of shares of Class B Common Stock may be converted at any
    time into an equal number of shares of Common Stock.
 
                                       118
   122
 
(2) These figures do not include any unissued shares of Common Stock or Class B
    Common Stock issuable upon conversion of Liberty's Holdco shares and LLC
    shares beneficially owned by Liberty or Seagram.
 
(3) Liberty, a wholly owned subsidiary of TCI, Universal, Seagram, the parent of
    Universal, USAi and Mr. Diller are parties to the Stockholders Agreement,
    pursuant to which Liberty and Mr. Diller have formed the BDTV Entities which
    entities hold 4,000,000, 15,618,222, 4,005,182 and 800,000 shares of Class B
    Common Stock, respectively. Mr. Diller generally has the right to vote all
    of the shares of Class B Common Stock held by the BDTV Entities and the
    shares of Class B Common Stock held by Universal and Liberty. TCI disclaims
    beneficial ownership of all USAi securities held by Mr. Diller but not any
    of USAi Securities held by the BDTV Entities. Mr. Diller owns all of the
    voting stock of the BDTV Entities and Liberty owns all of the non-voting
    stock, which non-voting stock represents in excess of 99% of the equity of
    the BDTV Entities.
 
(4) Mr. Diller generally votes all of the shares held by Seagram pursuant to the
    terms of the Stockholders Agreement.
 
              CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
GENERAL
 
Mr. Diller, the Chairman of the Board and Chief Executive Officer of the
Issuers, is the sole holder of the voting stock of the BDTV Entities. The BDTV
Entities hold shares of Common Stock and Class B Common Stock which have
effective voting control of the Company with respect to all matters submitted
for the vote or consent of stockholders as to which stockholders vote together
as a single class.
 
As of January 1, 1998, the Company entered into a lease (the "Lease") with
Nineteen Forty CC, Inc. ("Nineteen Forty") under which the Company leases an
aircraft for use by Mr. Diller and certain directors and executive officers of
the Issuers in connection with the Issuers' business. Nineteen Forty is wholly
owned by Mr. Diller. The Lease provides for monthly rental payments equal to the
monthly operating expenses incurred by Nineteen Forty for operation and
maintenance of the aircraft. The Lease has a five-year term and is terminable by
either party on thirty days' notice. In 1998, the Company paid a total of
$1,967,000 in expenses related to the use of the aircraft. The Company believes
that the terms of the Lease are more favorable to the Company than those the
Company would have received had it leased an aircraft from an unrelated third
party (or purchased and maintained a corporate aircraft).
 
In 1997, USAi and Mr. Diller agreed to defer repayment of an interest-free,
secured, non-recourse promissory note in the amount of $4,997,779 due from Mr.
Diller from September 5, 1997 to September 5, 2007. As of December 31, 1998,
such promissory note remained outstanding. In 1997, Mr. Diller and USAi agreed
to defer the payment of a bonus in the amount of $2.5 million that otherwise was
to be paid to Mr. Diller in 1997. The deferred bonus amount accrues interest at
a rate of 6% per annum.
 
In January 1997, USAi entered into a three-year consulting arrangement with Mr.
Hindery, currently a member of the Board of Directors of USANi LLC and the
President of TCI . Under the consulting arrangement, Mr. Hindery received fully
vested options to purchase 81,000 shares of Common Stock at an exercise price of
$16.39. These options expire in one third increments in 1999, 2000 and 2001.
 
In April 1996, USAi entered into a three-year consulting arrangement with
General Schwarzkopf, currently a member of the Boards of Directors of the
Issuers. Under the consulting arrangement, General Schwarzkopf received options
to purchase 45,000 shares of Common Stock at an exercise
 
                                       119
   123
 
price of $11.11 per share. Of these options, options to purchase 30,000 shares
are fully vested and the remaining options will vest in April 1999. These
options expire as of April 3, 2006.
 
On July 1, 1998, the Company made a $4.0 million loan to Mr. Held, Chairman and
Chief Executive Officer of Home Shopping Network and a member of the Board of
Directors of the Issuers. The loan was made to facilitate Mr. Held's
construction of a personal residence. The loan bears interest at the Company's
average bank rate during the term of the loan and is secured by Mr. Held's
options to purchase 3,000,000 shares of Common Stock. The loan matures on July
1, 1999 and is to be repaid in three quarterly installments, either in cash or
through the exercise of options to purchase 163,600 shares of Common Stock per
installment following the public announcement of the Company's financial results
for each of (i) the quarter ending September 30, 1998, (ii) the year ending
December 31, 1998 and (iii) the quarter ending March 31, 1999. As required
pursuant to the terms of the loan, in November 1998, Mr. Held exercised options
and used the net proceeds therefrom to repay the first installment on the loan
in the amount of $1,375,568.
 
Pursuant to an employment agreement entered into by Home Shopping Network and
Mr. Held, in 1996, Home Shopping loaned Mr. Held $1.0 million for the purpose of
purchasing a residence in the Tampa/St. Petersburg area. As of December 31,
1998, a $400,000 balance on the loan remained outstanding. The loan bears
interest at 5% per annum, and the outstanding principal and any accrued and
unpaid interest become due and payable in the event that Mr. Held is terminated
for any reason, on the first anniversary of such termination.
 
RELATIONSHIP BETWEEN THE COMPANY AND UNIVERSAL
 
Pursuant to the agreements entered into in connection with the Universal
Transaction, the Company and certain of its subsidiaries entered into business
agreements with Universal and certain of its subsidiaries relating to, among
other things, the domestic distribution by the Company of Universal-produced
television programming and Universal's library of television programming; the
international distribution by Universal of television programming produced by
Studios USA; long-term arrangements relating to the use by Studios USA of
Universal's production facilities in Los Angeles and Orlando, Florida; a joint
venture relating to the development of international general entertainment
television channels; and various other business matters. Certain of these
agreements are summarized in this Prospectus under the caption "-- Ancillary
Business Agreements."
 
Universal, through its ownership of Company stock and LLC Shares, is the
Company's largest stockholder (assuming conversion of Universal's LLC Shares
which, under current FCC rules, is not permissible). Messrs. Bronfman,
Matschullat and Minzberg are members of the Boards of Directors of the Issuers
and (other than Mr. Minzberg) hold director and executive positions with
Universal and its affiliates, including Seagram. These individuals were elected
to the Issuers' Boards of Directors in connection with the consummation of the
Universal Transaction, pursuant to the transaction agreements. The Bronfman
family, which includes Mr. Bronfman, holds a controlling interest in Seagram,
which holds a controlling interest in Universal. Other than in their capacities
as stockholders and officers of Seagram or Universal (and as directors and
stockholders of the Company and USANi LLC), as applicable, these individuals do
not have any direct or indirect interest in the Universal-Company agreements.
 
The Issuers believe that the business agreements described below and entered
into in connection with the Universal Transaction are all on terms at least as
favorable to the Issuers as terms that could have been obtained from an
independent third party.
 
The Company and Universal are also parties to certain other agreements entered
into in connection with the Universal Transaction, which agreements are
summarized in this Prospectus under the
 
                                       120
   124
 
caption "-- Agreements with Universal and Liberty." Such agreements were
negotiated on an arm's-length basis prior to the time that Universal held an
equity interest in the Issuers.
 
In the ordinary course of business, and otherwise from time to time, the Issuers
may determine to enter into other agreements with Universal and its affiliates.
 
RELATIONSHIP BETWEEN THE COMPANY AND LIBERTY
 
The Issuers in the ordinary course of business enter into agreements with
Liberty and its affiliates relating to, among other things, the carriage of the
USA Networks cable networks and the HSN Services and the acquisition of, or
other investment in, businesses related to the Issuers' businesses. Currently,
none of the members of the Company's Board of Directors is affiliated with, or
has been designated by, Liberty or TCI; pursuant to the agreements relating to
the Universal Transaction, three designees of Liberty (Messrs. Malone, Hindery
and Bennett) are members of the USANi LLC Board of Directors. Liberty and its
affiliates hold a substantial equity interest in the Company and USANi LLC, and
Liberty is a party to certain transaction agreements filed, or incorporated by
reference, as exhibits to the Registration Statement.
 
In the ordinary course of business, USA Networks and Home Shopping Network enter
into agreements with the operators of cable television systems for the carriage
of USA Networks cable networks and the HSN Services over such cable television
systems. USA Networks and Home Shopping Network have entered into agreements
with a number of cable television operators that are affiliates of TCI. The Home
Shopping Network contracts are long-term and provide for a minimum subscriber
guarantee and incentive payments based on the number of subscribers. Payments by
Home Shopping Network to TCI and certain of its affiliates under these contracts
for cable commissions and advertising were approximately $9.4 million for the
year ended December 31, 1998. The renewal of the USA Network contract is
currently being negotiated. The Sci-Fi Channel has entered into a long-term
contract, which provides, under certain circumstances, for certain carriage
commitments, and provides a fee schedule based upon the number of subscribers.
Payments by TCI and certain of its affiliates to USA Networks under these
contracts were approximately $70,000,000 in the aggregate for the year ended
December 31, 1998.
 
During April 1996, Home Shopping Network sold a majority of its interest in HSN
Direct Joint Venture, its infomercial operation, for $5.9 million to certain
entities controlled by Flextech P.L.C., a company controlled by TCI. In February
1998, Flextech paid Home Shopping Network a $250,000 installment of such
purchase price. One additional $250,000 installment remains outstanding and is
scheduled to be paid in February 1999. Home Shopping Network retains a 15%
interest in the venture and a related corporation.
 
During 1996, Home Shopping Network, along with Jupiter Programming Company
("JPC"), formed Shop Channel, a television shopping venture based in Tokyo. TCI
International, a subsidiary of TCI, owns a 50% interest in JPC, the 70%
shareholder in the venture. Home Shopping Network owns a 30% interest in Shop
Channel. During 1998, Home contributed $2.7 million to Shop Channel. In
addition, Home Shopping Network sold inventory and provided services in the
amount of $1.0 million to Shop Channel during 1998.
 
The Issuers believe that their business agreements with Liberty-related entities
have been negotiated on an arm's-length basis and contain terms at least as
favorable to the Issuers as those that could be obtained from an unaffiliated
third party. Neither Liberty nor TCI derives any benefit from such transactions
other than in its capacity as a stockholder of such other party or the Issuers,
as the case may be.
 
In the ordinary course of business, and otherwise from time to time, the Issuers
may determine to enter into other agreements with Liberty and its affiliates.
 
                                       121
   125
 
AGREEMENTS WITH UNIVERSAL AND LIBERTY
 
This section summarizes various agreements that USAi, Seagram, Universal,
Liberty and Mr. Diller have entered into in connection with the Universal
Transaction. These agreements involve (i) certain governance matters relating to
USAi, (ii) stockholder arrangements among Universal, Liberty and Mr. Diller,
(iii) agreements between Universal and Liberty and (iv) a number of ancillary
business agreements between Universal and USAi for ongoing business
relationships involving the development of international channels, television
programming distribution, and other matters.
 
Investment Agreement
 
In connection with the Universal Transaction, each of Universal and Liberty was
granted a preemptive right, subject to certain limitations, to maintain their
respective percentage ownership interests in USAi in connection with future
issuances of USAi capital stock. In addition, with respect to issuances of USAi
capital stock in certain specified circumstances, Universal will be obligated to
maintain its percentage ownership interest in USAi that it had immediately prior
to such issuances.
 
Universal's Preemptive Rights
 
GENERAL.  In the event that USAi issues any USAi securities, Universal will have
the right to purchase for cash the number of shares of USAi Common Stock (or, if
Universal requests, LLC Shares or a combination of USAi Common Stock and LLC
Shares) so that Universal will maintain the identical percentage equity
ownership interest (but not in excess of the lesser of the percentage ownership
interest limitations applicable pursuant to the Governance Agreement and 57.5%)
in USAi that Universal owned immediately prior to such issuance. Universal will
not have a preemptive right with respect to issuances of shares of USAi
securities in a Sale Transaction, issuances of restricted stock or issuances of
USAi securities upon conversion of shares of USAi Class B Common Stock or in
respect of LLC Shares or Additional Liberty Shares. A "Sale Transaction" is
defined as a merger, consolidation or amalgamation between USAi and a
non-affiliate of USAi in which USAi is acquired by such other entity or a sale
of all or substantially all of the assets of USAi to another entity which is not
a subsidiary of USAi. "Additional Liberty Shares" means the USAi securities
which USAi is obligated to issue to Liberty pursuant to certain agreements
entered into between Liberty and USAi in connection with the Home Shopping
Merger.
 
Universal's preemptive right percentage is currently 45%. To the extent that,
during the first four years after the Universal Transaction, Universal sells
shares of USAi stock (or LLC Shares) or does not exercise preemptive rights, its
preemptive percentage will be reduced, and subsequent purchases will not result
in an increase in that percentage. After this four-year period, Universal's
preemptive right percentage will increase or decrease to the extent Universal
buys or sells USAi stock (or LLC Shares), as permitted by the Stockholders
Agreement and the Governance Agreement.
 
In measuring the percentage equity or voting interest owned by Universal (or
Liberty) regarding the exercise of preemptive rights and the standstill
provisions under the Governance Agreement described below, the LLC Shares and
the Additional Liberty Shares will be regarded as outstanding USAi shares on an
as-exchanged basis (the "Assumptions").
 
UNIVERSAL VOTING THRESHOLD.  If, in connection with the exercise by Universal of
its optional preemptive right, its voting power in USAi would be less than 67%
(based on the Assumptions), Universal may elect to purchase in connection with a
preemptive right exercise shares of USAi Class B Common Stock (or LLC Shares
exchangeable for USAi Class B Common Stock). However, if Universal has
previously declined to exercise its optional preemptive right, then the voting
threshold will be reduced to the lower percentage voting threshold owned by
Universal at such time.
 
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In addition, USAi has a purchase right relating to LLC Shares owned by Universal
to the extent that USAi purchases or redeems USAi securities, to maintain
Universal's ownership percentage at the levels set forth in the Governance
Agreement.
 
Liberty's Preemptive Rights
 
In the event that USAi issues any USAi securities under the circumstances set
forth in the first paragraph under "-- Universal's Preemptive
Rights -- General," Liberty will be entitled to purchase the number of shares of
USAi Common Stock or LLC Shares exchangeable for USAi Common Stock so that
Liberty will maintain the identical percentage equity beneficial ownership
interest in USAi that Liberty owned immediately prior to such issuance (but not
in excess of the percentage equity beneficial ownership interest that Liberty
owned immediately following the closing of the Universal Transaction or the
closing of any transaction with Liberty on or before June 30, 1998). Liberty
will only be entitled to purchase LLC Shares (as opposed to shares of USAi
Common Stock) if and to the extent the total number of USAi securities then
owned directly or indirectly by Liberty would exceed the amount allowable under
FCC regulations.
 
Management and Ownership of USANi LLC
 
As of December 31, 1998, Universal owns 49.5% of the USANi LLC, Liberty owns
8.5% and USAi owns the remaining 42.0% interest (38.8% of which is held
indirectly through Holdco). Except with respect to certain fundamental changes
related to the USANi LLC, USAi will manage and operate the businesses of the
USANi LLC in the same manner as it would if such businesses were wholly owned by
USAi. For a description of the fundamental changes, see "-- Governance
Agreement -- Fundamental Changes." Following the CEO Termination Date (as
hereinafter defined) or Mr. Diller's becoming Disabled (as hereinafter defined),
Universal (unless Liberty's beneficial ownership of USAi securities represents
more than 5% in excess of the voting power of USAi securities then beneficially
owned by Universal) will designate the manager of the USANi LLC who will
generally be responsible for managing the businesses of the USANi LLC. If
Liberty and Universal together do not own USAi securities representing at least
40% of the Total Voting Power (and which represent a greater percentage than the
amount owned by any other person), then USAi will select the manager. "Total
Voting Power" means the total number of votes represented by the shares of
Common Stock and Class B Common Stock when voting together as a single class,
with each share of Common Stock entitled to one vote and each share of Class B
Common Stock entitled to ten votes.
 
The LLC Shares will be exchangeable for shares of USAi Common Stock or USAi
Class B Common Stock (in the case of Universal) and shares of USAi Common Stock
(in the case of Liberty). The exchange agreement relating to LLC Shares (the
"USANi LLC Exchange Agreement") provides customary anti-dilution adjustments
relating to the capital stock and assets of USAi (except to the extent that
dividends or other distributions of USAi stock are accompanied by pro rata
distributions with respect to LLC Shares held by Universal and Liberty, which
the USANi LLC is generally obligated to do pursuant to the Investment
Agreement).
 
If USAi issues additional USAi securities, USAi is obligated to purchase an
equal number of LLC Shares for the same consideration as received by USAi for
the issued USAi securities. If USAi repurchases or redeems shares of USAi stock,
USAi will sell to the USANi LLC an equal number of LLC Shares for the same
consideration (or for cash, if the USANi LLC cannot provide the same
consideration). The net effect of these provisions is to cause the USANi LLC
generally to hold the proceeds of any USAi equity sales or to fund the costs of
any USAi equity redemptions.
 
The USANi LLC Exchange Agreement also contains provisions regarding the exchange
or other conversion of LLC Shares in connection with a tender offer, merger or
similar extraordinary
 
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transaction, which permit Universal and Liberty to participate with respect to
their LLC Shares in such a transaction as if they held USAi stock.
 
LLC Shares owned by Universal and Liberty are not transferable, except to each
other in connection with transactions permitted by the Stockholders Agreement or
to their respective controlled affiliates or in connection with certain
extraordinary transactions relating to USAi or the USANi LLC.
 
Covenants
 
USAi also agreed that, upon the CEO Termination Date or Mr. Diller becoming
Disabled, at the request of Universal and subject to applicable law and the
Spinoff Agreement (as defined below), USAi will distribute those subsidiaries
which engage in broadcasting or other regulated businesses (the "Spinoff
Company") in a distribution to its stockholders (the "Spinoff") as promptly as
practicable on terms and conditions that are reasonably satisfactory to
Universal. Prior to effecting the Spinoff, USAi will enter into ten-year
affiliation agreements with the Spinoff Company that will provide that the
Spinoff Company will broadcast programming produced by USAi on customary terms
and conditions, including arm's-length payment obligations. USAi, Universal and
Liberty are parties to an agreement, dated as of October 19, 1997 (the "Spinoff
Agreement") regarding certain matters relating to the Spinoff and the Spinoff
Company. This agreement is described below, see "-- Spinoff Agreement."
 
Universal has covenanted that in the event UTV EBITDA (as defined in the
Investment Agreement) for the three-year periods ending on December 31, 1998,
1999 and 2000 (the "Determination Period") is less than $150 million, Universal
will pay USAi the excess of $150 million over UTV EBITDA for the Determination
Period, subject to a maximum of $75 million.
 
Governance Agreement
 
General
 
USAi, Universal, Liberty and Mr. Diller are parties to the Governance Agreement.
This document sets forth certain restrictions on the acquisition of additional
securities of USAi, on the transfer of USAi securities and other conduct
restrictions, in each case, applicable to Universal. In addition, the Governance
Agreement governs Universal's and Liberty's rights to representation on the USAi
Board and Universal's, Liberty's and Mr. Diller's right to approve certain
actions by USAi or any subsidiary of USAi (including the USANi LLC) (the
"Fundamental Changes").
 
Restrictions on the Acquisition of Additional Voting Securities
 
The Governance Agreement provides that, for a four-year period commencing on the
closing of the Universal Transaction (the "Standstill Period"), without the
approval of the USAi Board, Universal will not acquire additional beneficial
ownership of USAi common equity other than through the exercise of Universal's
preemptive right to maintain its percentage equity beneficial ownership interest
and will not, except as a result of the exercise of the USAi Share Option,
beneficially own in excess of 48.5% of USAi's common equity or a lesser
percentage to the extent Universal transfers USAi equity securities or fails to
exercise its preemptive right (except, in any case, to the extent caused by
USAi's redemption or purchase of USAi securities). Following expiration of the
Standstill Period, subject to applicable law, Universal may acquire additional
USAi securities to increase its beneficial ownership of stock up to 50.1% of
USAi's outstanding equity securities. In addition, following the first
anniversary of the expiration of the Standstill Period and subject to compliance
with applicable law, Universal can acquire up to 57.5% of USAi's outstanding
equity securities, but not in excess of 1.5% in any 12-month period. Following
the CEO Termination Date or Mr. Diller becoming Disabled, Universal also can
engage in a Permitted Business Combination. The maximum permissible
 
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ownership percentages set forth in this paragraph exclude any shares Universal
may acquire from Liberty or Mr. Diller pursuant to the Stockholders Agreement.
(These percentages are all based on the Assumptions.)
 
The Governance Agreement defines a "Permitted Business Combination" to mean (i)
a tender or exchange offer by Universal for all the equity securities of USAi
that is accepted by a majority of USAi's Public Stockholders or (ii) a merger
(other than a merger following a tender or exchange offer complying with (i)
above) involving USAi and Universal that is approved, in addition to any vote
required by law, by a majority of the Public Stockholders, so long as, in either
case, a committee of USAi's directors (excluding directors designated by
Universal and Liberty and any director who has a conflict of interest)
determines that the tender offer, exchange offer or merger, as the case may be,
is fair to the Public Stockholders. "Public Stockholders" is defined as any
stockholder who beneficially owns less than 10% of USAi's outstanding voting
power on an applicable vote or less than 10% of USAi's outstanding equity
securities to be tendered in any applicable tender or exchange offer.
 
If, during the Standstill Period, Mr. Diller no longer serves as Chief Executive
Officer of USAi (provided that he does not hold a proxy to vote Universal's USAi
equity securities under the Stockholders Agreement) or becomes disabled, the
Standstill Period will be deemed expired and the transfer restrictions
summarized below will terminate. The date that is the later of the date that Mr.
Diller no longer serves as Chief Executive Officer and such date that Mr. Diller
no longer holds the Universal proxy under the Stockholders Agreement is referred
to as the "CEO Termination Date." In addition, the restrictions described above
generally terminate:
 
     - if any person or group (other than Universal) beneficially owns more than
       one-third of USAi's equity securities (excluding any securities acquired
       from Universal, Liberty or Mr. Diller in accordance with the Stockholders
       Agreement so long as Universal was offered (and did not accept) a
       reasonable opportunity to buy such equity securities or from USAi); or
 
     - if any person or group (other than USAi or Universal) commences a tender
       or exchange offer for more than a majority of USAi's outstanding equity
       securities, which is not recommended against by the USAi Board. In the
       case of such an offer by Liberty in breach of its standstill obligations
       under the Stockholders Agreement, this provision applies only if
       Universal is unsuccessful after using good faith efforts in enforcing its
       standstill with Liberty.
 
"Disabled," when used in the Governance Agreement or the Stockholders Agreement,
means a disability after the expiration of 180 consecutive days which is
determined by a designated physician to be total and permanent (i.e., a mental
or physical incapacity that prevents Mr. Diller from managing the business
affairs of USAi) and which continues after 90 days following receipt of notice
from USAi that a disability has occurred.
 
Transfer Restrictions
 
The Governance Agreement also restricts, until the earlier of the CEO
Termination Date or Mr. Diller becoming Disabled, Universal's ability to
transfer USAi securities to another party by providing that during the
Standstill Period and subject to the Stockholders Agreement that further
restricts Universal's ability to transfer USAi securities, Universal may only
transfer USAi securities in limited circumstances, including as follows:
 
     - in a widely dispersed public offering pursuant to registration rights to
       be granted to Universal or a pro rata distribution to Universal's
       stockholders (which, in the case of Seagram, must be to its public
       stockholders);
 
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     - in a sale in accordance with Rule 144 under the Securities Act, except
       generally not to a transferee who would beneficially own more than 5% of
       the USAi equity following such purchase;
 
     - in a tender or exchange offer that is not rejected by the USAi Board or
       to USAi in connection with a self-tender offer;
 
     - in transfers of up to 5% in the aggregate to any institutional or
       financial investors, not exercisable on more than two occasions in any
       six-month period;
 
     - in pledges in connection with bona fide financings with a financial
       institution; and
 
     - in transfers to Liberty, Mr. Diller or any controlled affiliate of
       Universal that signs the Governance Agreement.
 
At any time that Universal beneficially owns at least 20% of USAi's equity
securities, any transfers by Universal, other than the transfers permitted
during the Standstill Period, will be subject to a right of first refusal in
favor of USAi which right is secondary to the right of first refusal of Mr.
Diller (to the extent applicable) provided in the Stockholders Agreement.
 
In addition, the Governance Agreement provides that LLC Shares cannot be
transferred by Universal or Liberty to non-affiliates, other than to each other.
Accordingly, prior to a permitted transfer, any LLC Shares intended to be
transferred by either Universal or Liberty generally must first be exchanged
into USAi securities. The Stockholders Agreement further provides that, as long
as the CEO Termination Date has not occurred and Mr. Diller is not Disabled,
Universal or Liberty, as the case may be, must first offer Mr. Diller (or his
designee) the opportunity to exchange shares of Class B Common Stock owned by
the transferring party for shares of Common Stock. If Mr. Diller (or his
designee) does not exchange such shares (or if the CEO Termination Date has
occurred or Mr. Diller is Disabled), any shares of Class B Common Stock to be
transferred by Universal must first be exchanged into shares of Common Stock
unless the transferee agrees to be bound by the restrictions contained in the
Governance Agreement applicable to Universal to the extent that the transferee
owns 10% or more of the Total Voting Power. Such a transferee would be subject
to the remaining limitations on Universal's acquisition of USAi securities and
conduct restrictions contained to the Governance Agreement. See "-- Stockholders
Agreement -- Transfers of Shares of Class B Common Stock."
 
Universal Conduct Restrictions
 
Universal has agreed not to propose to the USAi Board any merger, tender offer
or other business combination involving USAi. Universal also has agreed to
related restrictions on its conduct, such as:
 
     - not seeking to influence the management of USAi, other than as permitted
       by the Governance Agreement and the Stockholders Agreement;
 
     - not entering into agreements relating to the voting of USAi securities,
       except as permitted by the Governance Agreement and the Stockholders
       Agreement;
 
     - generally not initiating or proposing any stockholder proposal in
       opposition to the recommendation of the USAi Board; and
 
     - not joining with others (other than Liberty and Mr. Diller pursuant to
       the Transaction Agreements) for the purpose of acquiring, holding, voting
       or disposing of any USAi securities.
 
The foregoing restrictions terminate on the earlier of the CEO Termination Date
and such time as Mr. Diller becomes Disabled.
 
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Representation on the USAi Board
 
Pursuant to the Governance Agreement, Universal is permitted to designate four
persons, reasonably satisfactory to USAi, to the USAi Board, of whom no more
than one can be a non-affiliate of Universal and generally will have the right
to designate one USAi Board member for each 10% ownership of USAi equity
(including LLC Shares) up to a maximum of four directors.
 
In addition, pursuant to the Governance Agreement, provided that Liberty's USAi
stock ownership remains at certain levels and subject to applicable law, Liberty
has the right to designate up to two directors at such time as Liberty is no
longer prohibited from having representation on the USAi Board. Pursuant to FCC
law and regulations, Liberty is not currently permitted to have a designee on
the USAi Board. The USANi LLC operating agreement provides that, subject to the
same ownership thresholds, Liberty is permitted to designate two (or one)
directors on the Board of Directors of the USANi LLC, to the extent that Liberty
is not permitted to designate directors of USAi. The other members of the Board
of Directors of USANi LLC are the USAi directors.
 
Fundamental Changes
 
USAi has agreed that neither USAi nor any subsidiary of USAi (including the
USANi LLC) will effect a Fundamental Change without the prior approval of
Universal, Liberty and Mr. Diller (each, a "Stockholder") so long as such
Stockholders beneficially own certain minimum amounts of USAi securities. The
Fundamental Changes are as follows:
 
     - Any transaction not in the ordinary course of business, launching new or
       additional channels or engaging in any new field of business which will
       result in or is reasonably likely to result in such Stockholder being
       required under law to divest itself of all or any part of its USAi
       securities, LLC Shares or any material assets or render any such
       ownership illegal or subject such Stockholder to any fines, penalties or
       material additional restrictions or limitations.
 
     - Any combination of the following, in any case, in one transaction or a
       series of transactions during a six-month period, with a value of 10% or
       more of the market value of USAi's outstanding equity securities at the
       time of such transaction (assuming that all LLC Shares and Additional
       Liberty Shares are converted or exchanged into USAi securities):
 
       -- acquiring or disposing of any assets or business, provided that the
          matters contemplated by the Investment Agreement including with
          respect to the Spinoff (conducted in accordance with the Investment
          Agreement) will not require the prior approval of Liberty;
 
       -- granting or issuing any debt or equity securities of USAi or any of
          its subsidiaries (including the USANi LLC) other than as contemplated
          by the Investment Agreement;
 
       -- redeeming, repurchasing or reacquiring any debt or equity securities
          of USAi or any of its subsidiaries (including the USANi LLC) other
          than as contemplated by the Investment Agreement and agreements
          relating to the Additional Liberty Shares; or
 
       -- incurring any indebtedness;
 
     - For a five-year period following the closing of the Universal
       Transaction, disposing of any interest in USA Networks or, other than in
       the ordinary course of business, its assets, provided that matters set
       forth in this bullet point will constitute a Fundamental Change only with
       respect to Mr. Diller and Universal and will not require the approval of
       Liberty.
 
     - Disposing of or issuing any LLC Shares except as contemplated by the
       Investment Agreement or pledges in connection with financings.
 
     - Voluntarily commencing any liquidation, dissolution or winding up of USAi
       or any material subsidiary (including the USANi LLC).
 
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     - Making any material amendments to the Amended and Restated Certificate of
       Incorporation of USAi (the "USAi Certificate") or the Amended and
       Restated By-Laws of USAi (the "USAi By-Laws").
 
     - Engaging in any line of business other than media, communications and
       entertainment products, services and programming, and electronic
       retailing, or other businesses engaged in by USAi on the date of the
       Investment Agreement or as contemplated by the Investment Agreement,
       provided that neither USAi nor the USANi LLC shall engage in theme park,
       arcade or film exhibition businesses so long as Universal is restricted
       from competing in such lines of business under non-compete or similar
       agreements and such agreements would be applicable to USAi and/or the
       USANi LLC, as the case may be, by virtue of Universal's ownership
       therein. The matters set forth in the foregoing proviso will constitute a
       Fundamental Change only with respect to Mr. Diller and Universal and will
       not require the approval of Liberty.
 
     - Settling of any litigation, arbitration or other proceeding which is
       other than in the ordinary course of business and which involves any
       material restriction on the conduct of business by USAi or such
       Stockholder or the continued ownership of assets by USAi or such
       Stockholder.
 
     - Engaging in any transaction (other than those contemplated by the
       Investment Agreement) between USAi and its affiliates, on the one hand,
       and Mr. Diller, Universal or Liberty, and their respective affiliates, on
       the other hand, subject to exceptions relating to the size of the
       proposed transaction and those transactions which are otherwise on an
       arm's-length basis.
 
     - Adopting any stockholder rights plan (or any other plan or arrangement
       that could reasonably be expected to disadvantage any stockholder on the
       basis of the size or voting power of its shareholding) that would
       adversely affect such Stockholder.
 
     - Entering into any agreement with any holder of USAi's equity securities
       or LLC Shares in such stockholder's or interest holder's capacity as
       such, as the case may be, which grants such stockholder with approval
       rights similar in type and magnitude to those set forth in these
       Fundamental Changes.
 
     - Entering into any transaction that could reasonably be expected to impede
       USAi's ability to engage in the Spinoff or cause it to be taxable.
 
Registration Rights
 
The Governance Agreement provides that Universal, Liberty and Mr. Diller are
entitled to customary registration rights (including six, four and two "demand"
rights for Universal, Liberty and Mr. Diller, respectively) relating to the USAi
securities they own.
 
Stockholders Agreement
 
General
 
Universal, Liberty, Mr. Diller, USAi and Seagram are parties to a Stockholders
Agreement, which, governs the ownership, voting, transfer or other disposition
of USAi securities owned by Universal, Liberty and Mr. Diller (and their
respective affiliates) and pursuant to which Mr. Diller exercises voting control
over the equity securities of USAi held by such persons and certain of their
affiliates.
 
Voting Authority
 
Pursuant to the Stockholders Agreement, each of Universal and Liberty have
granted to Mr. Diller an irrevocable proxy over all USAi securities owned by
Universal, Liberty and certain of their affiliates for all matters except for a
Fundamental Change, which requires the consent of each of
 
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Mr. Diller, Universal and Liberty. The proxy will generally remain in effect
until the earlier of the CEO Termination Date or such date that Mr. Diller
becomes Disabled, provided that Mr. Diller continues to beneficially own at
least 5,000,000 shares of Common Stock (including options to acquire shares of
Common Stock, whether or not exercisable).
 
Universal, Liberty and Mr. Diller have also agreed to vote all USAi securities
over which they have voting control in favor of the respective designees of
Universal and Liberty to the USAi Board.
 
Mr. Diller has agreed with Universal that, after the CEO Termination Date or
such date that Mr. Diller becomes Disabled, and so long as he beneficially owns
USAi securities representing at least 7.5% of the Total Voting Power (excluding
securities beneficially owned by Universal or Liberty), at Universal's option he
will either vote his shares in his own discretion or in proportion to the vote
of the Public Stockholders.
 
Liberty Conduct Limitations; Board Representation
 
Liberty has agreed with Universal that it will not beneficially own
approximately 21% or more of the equity of USAi, which percentage will be
reduced to reflect sales of USAi equity by Liberty or in the event that Liberty
does not exercise its preemptive right pursuant to the Investment Agreement,
provided that if Liberty's initial ownership percentage is less than 20%, such
reduction is calculated as if it were 20%. This restriction terminates upon the
earlier of such time as Liberty beneficially owns less than 5% of the shares of
USAi securities or the date that Universal beneficially owns fewer shares than
Liberty beneficially owns (the "Standstill Termination Date").
 
Liberty also has agreed not to propose to the USAi Board the acquisition by
Liberty, in a merger, tender offer or other business combination, of the
outstanding USAi securities. Liberty has agreed to related restrictions on its
conduct, such as:
 
     - not seeking to elect directors to the USAi Board or otherwise to
       influence the management of USAi, other than as permitted by the
       Governance Agreement and the Stockholders Agreement;
 
     - not entering into agreements relating to the voting of USAi securities,
       except as permitted by the Stockholders Agreement;
 
     - generally not initiating or proposing any stockholder proposal in
       opposition to the recommendation of the USAi Board; and
 
     - not joining with others (other than Universal and Mr. Diller pursuant to
       the Transaction Agreements) for the purpose of acquiring, holding, voting
       or disposing of any USAi securities.
 
The foregoing restrictions terminate on the earlier of the termination of
Liberty's obligations under the Stockholders Agreement (when Liberty no longer
beneficially owns at least 5% of the shares of USAi securities) or the
Standstill Termination Date.
 
Liberty is not permitted to designate for election to the USAi Board more than
two directors, subject to applicable law. This restriction terminates on the
Standstill Termination Date. See "-- Governance Agreement -- Representation on
the USAi Board."
 
Restrictions on Transfers
 
The Stockholders Agreement contains a number of provisions that limit or control
the transfer of USAi securities (including LLC Shares) by Universal, Liberty and
Mr. Diller. These provisions generally have the effect of permitting this group
of stockholders to maintain control of a majority of the Total Voting Power.
 
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Until the earlier of the CEO Termination Date or such date that Mr. Diller
becomes Disabled, neither Liberty nor Mr. Diller can transfer shares of USAi
stock, other than:
 
     - transfers by Mr. Diller to pay taxes relating to certain USAi incentive
       compensation and stock options;
 
     - transfers to each party's respective affiliates; and
 
     - certain pledges relating to borrowings.
 
     These restrictions are subject to a number of exceptions, including the
following:
 
     - after August 24, 2000, Liberty or Mr. Diller may generally sell all or
       any portion of their USAi stock.
 
     - either stockholder may transfer USAi stock so long as, in the case of Mr.
       Diller, Mr. Diller continues to beneficially own at least 1,100,000
       shares of USAi stock (including stock options) and, in the case of
       Liberty, Liberty continues to beneficially own at least 1,000,000 shares
       of USAi stock and, in the case of a transfer of the shares of Class B
       Common Stock by certain BDTV Entities (as defined herein) (which together
       hold 11,811,702 shares of Class B Common Stock), after such transfer,
       Liberty, Universal and Mr. Diller collectively control 50.1% of the Total
       Voting Power.
 
Universal has agreed that, until August 24, 2000, it will not transfer shares of
USAi stock (or convert Class B Common Stock into Common Stock, subject to
certain exceptions) which it acquired in the Universal Transaction.
 
Rights of First Refusal and Tag-Along Rights
 
Each of Universal and Mr. Diller have a right of first refusal with respect to
certain sales of USAi securities by the other party. Liberty's rights in this
regard are secondary to any Universal right of first refusal on transfers by Mr.
Diller. Liberty and Mr. Diller each also generally has a right of first refusal
with respect to certain transfers by the other party. In addition, Universal has
a right of first refusal (subject to Mr. Diller not having exercised his right
of first refusal) with respect to sales by Liberty prior to August 24, 2000 of a
number of shares of USAi stock having the aggregate number of votes represented
by the shares of Common Stock and Class B Common Stock received by Universal in
the Universal Transaction. Rights of first refusal may be exercised by the
stockholder or the stockholder's designee, subject to the terms of the
Stockholders Agreement.
 
In addition, Mr. Diller and Liberty have agreed to grant the other stockholder a
right to "tag along" (i.e., participate on a pro rata basis) on certain sales of
USAi stock by the transferring stockholder. These tag-along rights are subject
to a number of exceptions, including relating to the quantity of shares sold or
the permitted transfers described in the first paragraph above under
"-- Restrictions on Transfers."
 
In the event that Universal transfers a substantial amount of its USAi stock
(more than 50% of its interest as of the closing of the Universal Transaction or
an amount that results in a third party owning a greater percentage of the USAi
equity than that owned by Universal, Liberty or any other stockholder and which
represents at least 25% of the Total Voting Power), Universal has granted a
tag-along right to each of Liberty and Mr. Diller.
 
Under the Governance Agreement, transfers of USAi securities by Universal
(whether before or after the CEO Termination Date or such date as Mr. Diller
becomes Disabled) are subject to a right of first refusal in favor of USAi (but
secondary to Mr. Diller's first refusal right), as long as Universal
beneficially owns at least 20% of the total USAi securities. This right of first
refusal does not apply to
 
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permitted transfers by Universal under the Governance Agreement, which are
permitted prior to the CEO Termination Date. See "-- Governance
Agreement -- Transfer Restrictions."
 
Put and Call Rights
 
Universal, Liberty and Mr. Diller have agreed to certain put and call
arrangements, pursuant to which one party has the right to sell (or the other
party has the right to acquire) shares of USAi stock held by another party.
 
LIBERTY/UNIVERSAL PUT AND CALL RIGHTS.  Prior to the CEO Termination Date or
such date as Mr. Diller becomes Disabled, Universal has the right to acquire
substantially all of Liberty's USAi securities in the event that Mr. Diller and
Universal agree to take an action that would constitute a Fundamental Change
described in the second bullet under "Fundamental Changes" above but Liberty
does not provide its consent. In addition, at any time after the CEO Termination
Date or such date as Mr. Diller becomes Disabled, Liberty has the right to
require Universal to purchase substantially all of Liberty's USAi securities,
and Universal has the reciprocal right to elect to acquire such shares.
Universal may effect these acquisitions through a designee. The Stockholders
Agreement sets forth provisions to establish the purchase price and conditions
for these transactions.
 
Universal also has certain rights and obligations to acquire Liberty's USAi
securities in connection with a Permitted Business Combination, in the event
that Universal using its best efforts cannot provide Liberty with tax-free
consideration in connection with such a transaction. This provision effectively
means that, after such a transaction, Liberty would not own in excess of 20% of
the outstanding equity of the resulting company.
 
DILLER PUT.  Following the CEO Termination Date or such date as Mr. Diller
becomes Disabled (the "Put Event"), Mr. Diller has the right, during the
one-year period following the Put Event, to require Universal to purchase for
cash shares of USAi stock beneficially owned by Mr. Diller and that were
acquired by Mr. Diller from USAi (such as pursuant to the exercise of stock
options). If the Put Event occurs prior to the fourth anniversary of the closing
of the Universal Transaction, the purchase price will be an average purchase
price for the Common Stock for a period following public announcement of the Put
Event. If the Put Event occurs after that four-year period, but Mr. Diller
exercises his put right within 10 business days of the Put Event, the price will
be based on the market price of the Common Stock prior to public announcement of
the Put Event. In all other cases, the price per share received by Mr. Diller
will be an average market price for a period immediately preceding the exercise
of the put.
 
Mr. Diller's put right must be transferred by Universal in the event that it
sells a certain amount of its USAi securities to a third party. Universal's
obligations with respect to the put terminate at the time that Universal no
longer beneficially owns at least 10% of the USAi equity. Liberty does not have
a tag-along right with respect to the Put Event exercise.
 
Transfers of Shares of Class B Common Stock
 
During the term of the Stockholders Agreement, transfers of shares of Class B
Common Stock are generally prohibited (other than to another stockholder party
or between a stockholder and its affiliates). If a stockholder proposes to
transfer these shares, Mr. Diller is entitled to first swap any shares of Common
Stock he owns for such shares and, thereafter, any other non-transferring
stockholder (with Universal's right preceding Liberty's) may similarly swap
shares of Common Stock for shares of Class B Common Stock proposed to be
transferred. To the extent there remain shares of Class B Common Stock that the
selling stockholder would otherwise transfer to a third party, such shares must
be converted into shares of Common Stock prior to the transfer. This restriction
does not apply to, among other transfers, a transfer by Universal after the CEO
Termination Date. Under the Governance Agreement, a transferee of Universal's
shares of Class B Common Stock must agree to
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the conduct and securities ownership restrictions applicable to Universal, if
such transferee would own at least 10% of the Total Voting Power.
 
BDTV Entity Arrangements
 
Mr. Diller and Liberty will continue to have substantially similar arrangements
with respect to the voting control and ownership of the equity of the BDTV
Entities, which hold a substantial majority of the Total Voting Power. These
arrangements effectively provide that Mr. Diller controls the voting of USAi
securities held by these entities, other than with respect to Fundamental
Changes, and Liberty retains substantially all of the equity interest in such
entities. If applicable law permits Liberty to hold directly the shares of USAi
stock held by the BDTV Entities, then Liberty may purchase Mr. Diller's nominal
equity interest in these entities for a fixed price, in which case the shares of
USAi stock then held by Liberty would otherwise be subject to the proxy
described above held by Mr. Diller with respect to Liberty's and Universal's
shares of USAi stock pursuant to the Stockholders Agreement.
 
Termination of Stockholders Agreement
 
Universal's rights and obligations generally terminate at such time as Universal
no longer beneficially owns at least 10% of the USAi equity.
 
Mr. Diller's and Liberty's rights and obligations under this agreement generally
terminate (other than with respect to Mr. Diller's put right) at such time as,
in the case of Mr. Diller, he no longer beneficially owns at least 1,100,000
shares of USAi equity securities, and, in the case of Liberty, 1,000,000 shares.
Certain of Liberty's rights and obligations relating to its put/call
arrangements with Universal and its tag-along rights terminate when it no longer
has the right to consent to Fundamental Changes under the Governance Agreement.
See "-- Governance Agreement -- Fundamental Changes." Mr. Diller's rights and
obligations (other than with respect to Mr. Diller's put right) also generally
terminate upon the CEO Termination Date or such date as Mr. Diller becomes
Disabled.
 
Transferees of USAi securities as permitted by the Stockholders Agreement and
who would beneficially own in excess of 15% of the Total Voting Power are
generally not entitled to any rights of the transferring stockholder under the
agreement but are, for a period of 18 months, subject to the obligations
regarding the election of directors. These transferees must also vote with
respect to Fundamental Changes in the manner agreed upon by the other two
stockholders. In addition, a transferee of Liberty or Mr. Diller who would own
that amount of the Total Voting Power would also be subject, for a period of 18
months, to the limitations on acquisitions of additional USAi securities
summarized above under "-- Liberty Conduct Limitations; Board Representation."
 
Spinoff Agreement
 
Universal, Liberty and USAi are parties to the Spinoff Agreement, which
generally provides for interim arrangements relating to management of USAi and
efforts to achieve the Spinoff or a sale of USAi's broadcast stations and, in
the case of a Spinoff, certain arrangements relating to their respective rights
(including preemptive rights) in USAi resulting from the Spinoff. The provisions
of the Spinoff Agreement do not become operative until the earlier of the CEO
Termination Date or such date as Mr. Diller becomes Disabled.
 
Liberty and Universal have agreed to use their reasonable best efforts to cause
an interim CEO to be appointed, who is mutually acceptable to them and is
independent of Liberty and Universal. If Universal elects, within 60 days of the
CEO Termination Date or such date as Mr. Diller becomes Disabled, to effect a
sale of USAi's broadcast stations, this designated CEO would generally have a
 
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proxy to vote Liberty's USAi stock, at Universal's option, either in such CEO's
discretion or in the same proportion as the public stockholders, pending
completion of the station divestiture.
 
If Universal elects to complete the station divestiture, Liberty and Universal
(and USAi) have agreed to use best efforts to cause the divestiture to be
structured as a tax-free distribution to USAi's shareholders (the Spinoff). If a
tax-free Spinoff is not available, USAi has agreed to use its best efforts to
sell the stations, except that if the USAi Board (other than any designees of
Universal or Liberty) concludes that a taxable spinoff, when compared with a
sale, represents a superior alternative, USAi will consummate a taxable spinoff.
Universal has agreed to reimburse Liberty in connection with any such taxable
spinoff in an amount up to $50 million with respect to any actual tax liability
incurred by Liberty in such a transaction.
 
If Universal makes the election described above, Liberty has agreed not to
transfer, directly or indirectly, any of its Common Stock or Class B Common
Stock for a period of fourteen months after the CEO Termination Date (or such
date as Mr. Diller becomes Disabled) if such transfer would result in Universal
and Liberty ceasing to own at least 50.1% of the outstanding USAi voting power
(as long as Universal has not transferred more than 3% of the outstanding USAi
stock following the closing of the Universal Transaction).
 
The Spinoff Agreement also contains agreements between Universal and Liberty
regarding the selection of the CEO of the company resulting from the Spinoff,
and provides that the Stockholders Agreement shall continue in effect subject to
its terms with respect to USAi following the Spinoff.
 
Liberty and Universal have also agreed not to take any action under the Spinoff
Agreement that would cause the loss or termination of USAi's FCC licenses or
cause the FCC to fail to renew those licenses.
 
USAi has agreed that, so long as (i) Universal beneficially owns at least 40% of
the total equity securities of USAi and no other stockholder owns more than the
amount owned by Universal, or (ii) Liberty and Universal together own at least
50.1% of such equity securities, USAi will use its reasonable best efforts to
enable Universal and Liberty to achieve the purposes of the Spinoff Agreement.
 
The Spinoff Agreement terminates, with respect to Universal, at the earlier of
the termination of Universal's right to seek a Spinoff under the Investment
Agreement or such time as Universal beneficially owns less than 7.5% of the
voting power of the USAi equity securities. Liberty's rights terminate at the
earlier of the termination generally of Liberty's rights and obligations under
the Stockholders Agreement or when Liberty beneficially owns less than 7.5% of
the voting power of USAi equity securities.
 
Ancillary Business Agreements
 
In connection with the Universal Transaction, USAi and Universal have agreed to
various other business relationships relating to Studios USA and the other
businesses of Universal. These agreements cover the following principal areas:
 
Domestic Television Distribution Agreement
 
For a period of 15 years following the closing of the Universal transaction,
USAi will generally be the exclusive distributor in the United States of
television programs with respect to which Universal is retaining, or acquires,
distribution rights. This programming includes substantial television product
owned by Universal as part of its television library (such as series no longer
in production, "made for television" movies, animated programs, action
adventures and talk shows). This exclusive relationship is subject to certain
exceptions regarding future extraordinary transactions by Universal and certain
excluded programming. USAi will receive a 10% distribution fee (based on gross
receipts) for
 
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Universal television library programs and any one-hour programs it distributes
and fees ranging from 5% to 7.5% for other programs.
 
International Television Distribution Agreement
 
USANi LLC has granted Universal an exclusive right similar to the rights
described above regarding the distribution outside the United States of
programming owned or controlled by USANi LLC (other than the Home Shopping
Network programming services and similar home shopping programming of USAi).
Universal will generally receive a 10% distribution fee with respect to
distributed USANi LLC programs. Subject to certain exceptions, USAi has
generally agreed that it will not engage in the international programming
distribution business, and Universal has agreed to give first priority to USAi
programming under its output and volume deals with foreign distribution
customers.
 
International TV Joint Venture
 
Universal and USAi have agreed to form a 50-50 joint venture to be managed by
Universal which will own, operate and exploit the international development of
USA Network, The Sci-Fi Channel and a new action/suspense channel known as "13th
Street." Under the agreement, unless USAi elects not to participate in such
venture (in which case Universal will acquire USAi's 50% interest (or Sci-Fi
Europe and USA's international business) for an agreed-upon price), which
election the Company expects to be made in the first quarter of 1999, each of
Universal and USAi has agreed to fund up to $100 million in additional capital
contributions. The developed international channels will be managed by
Universal. The international joint venture agreement will also generally, so
long as USAi is a member of the venture, give Universal the option to develop,
as part of the venture, other international channels based on new domestic
channels that USAi develops (other than home shopping channels and local
broadcast stations). See "Business -- International Ventures -- International TV
Channel Joint Venture."
 
Other Ongoing Business Relationships
 
USANi and Universal have also agreed that, with respect to television
productions for the major networks produced by Studios USA or USA Networks in
Southern California or Florida, USANi LLC generally will utilize the
preproduction, production and post-production facilities of Universal, at
specified rates.
 
The parties will enter into various agreements relating to merchandising of
products derived from the Studios USA acquired programs, video distribution of
USANi LLC programs, music publishing and theme park rights. In addition,
Universal has agreed to provide certain services to USANi LLC on a transitional
basis for up to one year following the closing of the Universal Transaction at
specified fees.
 
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                       DESCRIPTION OF THE EXCHANGE NOTES
 
GENERAL
 
The Initial Notes were, and the Exchange Notes will be, issued under an
indenture, dated as of November 23, 1998 (the "Indenture"), among the Issuers,
as joint and several obligors, the Guarantors and The Chase Manhattan Bank, as
Trustee (the "Trustee"). The following summary of certain provisions of the
Indenture (which includes the Guarantees) and the Exchange Notes does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Indenture and the Exchange Notes
(including the definitions of certain terms therein and those terms made a part
thereof by the TIA), both of which have been filed as exhibits to the
Registration Statement and are available as set forth under the heading "Where
You Can Find More Information." Capitalized terms used in this Prospectus and
not otherwise defined have the meanings set forth under "-- Certain
Definitions."
 
TERMS OF THE NOTES
 
The Initial Notes and the Exchange Notes are limited to $500,000,000 aggregate
principal amount. The Initial Notes and the Exchange Notes mature on November
15, 2005 (such date, the "Stated Maturity Date") and upon surrender will be
repaid at 100% of the principal amount thereof. Principal and interest on the
Exchange Notes are payable in immediately available funds in U.S. dollars, or in
such other coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
 
The Exchange Notes will bear interest at the rate of 6  3/4% per annum from
November 23, 1998 or from the most recent interest payment date to which
interest has been paid or provided for. Interest on the Exchange Notes will be
payable semi-annually on each May 15 and November 15 (each such date, an
"Interest Payment Date"), commencing on May 15, 1999, until the principal amount
has been paid or made available for payment, to Holders of record of the
Exchange Notes at the close of business on the May 1 or November 1, as the case
may be, next preceding such Interest Payment Date. Interest on the Exchange
Notes shall be calculated on the basis of a 360-day year of twelve 30-day
months.
 
In any case where the date of payment of the principal of or interest on the
Exchange Notes or the date fixed for redemption of the Exchange Notes shall not
be a "Business Day" (as defined below), then payment of principal or interest
need not be made on such date at such place but may be made on the next
succeeding Business Day, with the same force and effect as if made on the
applicable payment date or the date fixed for redemption, and no interest shall
accrue for the period after such date. A "Business Day" shall mean a day which
is not, in New York City, a Saturday, Sunday, a legal holiday or a day on which
banking institutions are authorized or obligated by law to close.
 
Principal of, premium, if any, and interest on, the Exchange Notes will be
payable, and the Exchange Notes may be exchanged or transferred, at the office
or agency of the Issuers in the Borough of Manhattan, The City of New York
(which initially shall be the corporate trust office of the Trustee, 450 West
33rd Street, 15th Floor, New York, New York 10001), except that, at the option
of the Issuers, payment of interest may be made by check mailed to the
registered Holders of the Notes at their registered addresses or by wire
transfer to an account located in the United States maintained by the payee.
 
The Exchange Notes will be issued only in fully registered form, without
coupons, in denominations of $1,000 and any integral multiple of $1,000. No
service charge will be made for any registration of transfer or exchange of
Initial Notes or Exchange Notes, but the Issuers may require payment of a
 
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sum sufficient to cover any transfer tax or other similar governmental charge
payable in connection therewith.
 
OPTIONAL REDEMPTION
 
The Exchange Notes will be redeemable, in whole or in part, at any time and from
time to time, at the option of the Issuers, at a redemption price equal to the
greater of (i) 100% of the principal amount of the Exchange Notes to be redeemed
and (ii) the sum of the present values of the Remaining Scheduled Payments
thereon, discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25
basis points, plus accrued interest thereon to the date of redemption.
 
"Treasury Rate" means, with respect to any redemption date, the rate per annum
equal to the semi-annual equivalent yield to maturity (computed as of the second
Business Day immediately preceding such redemption date) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
 
"Comparable Treasury Issue" means the United States Treasury security selected
by an Independent Investment Banker that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Issuers.
 
"Comparable Treasury Price" means, with respect to any redemption date, (i) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third Business Day
preceding such redemption date, as set forth in the daily statistical release
(or any successor release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or
(ii) if such release (or any successor release) is not published or does not
contain such prices on such Business Day, (a) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest of such Reference Treasury Dealer Quotations, or (b) if the Trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such Quotations.
 
"Reference Treasury Dealer" means each of Chase Securities Inc. (and its
successors) and three other nationally recognized investment banking firms that
are Primary Treasury Dealers specified from time to time by the Issuers;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer (a "Primary Treasury Dealer"), the Issuers shall
substitute therefor another nationally recognized investment banking firm that
is a Primary Treasury Dealer.
 
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New
York time, on the third Business Day preceding such redemption date.
 
"Remaining Scheduled Payments" means, with respect to each Exchange Note to be
redeemed, the remaining scheduled payments of the principal thereof and interest
thereon that would be due after the related redemption date but for such
redemption; provided, however, that, if such redemption date is not an Interest
Payment Date with respect to such Note, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest
accrued thereon to such redemption date.
 
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Notice of a redemption will be mailed at least 30 days but no more than 60 days
before the redemption date to each Holder of Exchange Notes to be redeemed. If
less than all the Exchange Notes are to be redeemed, the Exchange Notes to be
redeemed shall be selected by the Trustee by such method as the Trustee shall
deem fair and appropriate in accordance with methods generally used at the time
of selection by fiduciaries in similar circumstances. Unless the Issuers default
in payment of the redemption price, on and after the redemption date, interest
will cease to accrue on the Exchange Notes or portions thereof called for
redemption.
 
Except as set forth above, the Exchange Notes will not be redeemable by the
Issuers prior to maturity and will not be entitled to the benefit of any sinking
fund.
 
RANKING
 
The Exchange Notes will be unsecured and unsubordinated obligations of the
Issuers and will rank pari passu with all other existing and future unsecured
and unsubordinated obligations of the Issuers (except those obligations
preferred by operation of law). The Guarantees will be unsecured and
unsubordinated obligations of the relevant Guarantor and will rank pari passu
with all other existing and future unsecured and unsubordinated obligations of
such Guarantor (except those obligations preferred by operation of law). The
Exchange Notes and the Guarantees will effectively rank junior to any secured
Indebtedness of the Issuers and the Guarantors to the extent of the assets
securing such Indebtedness.
 
As of September 30, 1998, on a pro forma basis after giving effect to the
Offering and the application of the net proceeds therefrom and the Exchange
Offer, the Company and USANi LLC would have had approximately $814.3 million and
$762.2 million, respectively, of total consolidated Indebtedness, including
$497.6 million outstanding under the Notes net of discount and approximately
$316.7 million and $264.6 million, respectively, of other unsubordinated
Indebtedness, $31.1 million and $14.6 million, respectively, of which would have
been secured.
 
GUARANTEES
 
Each Guarantor will unconditionally guarantee, jointly and severally, to each
Holder and the Trustee, on an unsecured and unsubordinated basis, the full and
prompt payment of principal of, premium, if any, and interest on the Exchange
Notes, and of all other obligations under the Indenture; provided that if for
any reason, the obligations of a Guarantor terminate under the Existing Credit
Agreement (including, without limitation, upon the agreement of the lenders
thereunder or upon the replacement thereof with a credit facility not requiring
such guarantees), such Guarantor will be deemed released from all its
obligations under the Indenture and its Guarantee and such Guarantee will
terminate.
 
The Indenture provides that the obligations of each Guarantor will be limited to
the maximum amount that, after giving effect to all other contingent and fixed
liabilities of such Guarantor (including, without limitation, any guarantees
under the Existing Credit Agreement) and after giving effect to any collections
from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guarantee or pursuant to its
contribution obligations under the Indenture, would cause the obligations of
such Guarantor under its Guarantee not to constitute a fraudulent conveyance or
fraudulent transfer under federal or state law.
 
Each Guarantor may consolidate with or merge into or sell its assets to an
Issuer or another Guarantor without limitation. Each Guarantor may consolidate
with or merge into or sell all or substantially all its assets to a Person other
than the Issuers or another Guarantor (whether or not affiliated with the
Guarantor), except that if the Person surviving any such merger or
consolidation, or the Person to whom such sale is made, is a Subsidiary of
either Issuer, such Subsidiary shall not be a Foreign Subsidiary. Upon the sale
or disposition of a Guarantor (by merger, consolidation, the sale of its Capital
Stock or the sale of all or substantially all of its assets) to a Person
(whether or
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not an Affiliate of the Guarantor) which is not a Subsidiary of either Issuer,
which sale or disposition is otherwise in compliance with the Indenture, such
Guarantor will be deemed released from all its obligations under the Indenture
and its Guarantee and such Guarantee will terminate; provided, however, that any
such termination will occur only to the extent that the obligations of such
Guarantor under the Existing Credit Agreement will also terminate upon such
release, sale or transfer.
 
CERTAIN COVENANTS
 
Except as set forth below, neither the Issuers nor any Guarantor are restricted
by the Indenture from Incurring any type of Indebtedness or other obligation,
from paying dividends or making distributions on its Capital Stock or purchasing
or redeeming its Capital Stock. The Indenture does not require the maintenance
of any financial ratios or specified levels of net worth or liquidity. In
addition, the Indenture does not contain any provisions that would require the
Issuers to repurchase or redeem or otherwise modify the terms of any of the
Notes upon a change in control or other events involving either of the Issuers
which may adversely affect the creditworthiness of the Notes.
 
The Indenture contains covenants including, among others, the following:
 
LIMITATIONS ON LIENS.  The Indenture provides that neither the Issuers nor any
Guarantor will directly or indirectly, Incur, and will not permit any of their
respective Subsidiaries to, directly or indirectly, Incur any Indebtedness
secured by a mortgage, security interest, pledge, lien, charge or other
encumbrance ("mortgages") upon any property or assets (including Capital Stock)
of the Issuers, any Guarantor or any of their respective Subsidiaries or upon
any shares of stock or Indebtedness of any of their respective Subsidiaries
(whether such property, assets, shares or Indebtedness are now existing or owned
or hereafter created or acquired) without in any such case effectively providing
concurrently with the Incurrence of any such secured Indebtedness, or the grant
of a mortgage with respect to any such Indebtedness to be so secured, that the
Notes or, in respect of mortgages on any Guarantor's property or assets, any
Guarantee of such Guarantor (together with, if the Issuers shall so determine,
any other Indebtedness of or guarantee by the Issuers, any Guarantor or any of
their respective Subsidiaries ranking equally with the Notes or the Guarantees),
shall be secured equally and ratably with (or, at the option of the Issuers,
prior to) such secured Indebtedness. The foregoing restriction, however, does
not apply to: (a) mortgages on property, shares of stock or Indebtedness or
other assets of any Person existing at the time such Person becomes a Subsidiary
of an Issuer or any of its Subsidiaries; provided that such mortgage was not
Incurred in anticipation of such Person becoming a Subsidiary; (b) mortgages on
property, shares of stock or Indebtedness existing at the time of acquisition
thereof by an Issuer or a Subsidiary of an Issuer or any of its Subsidiaries
(which may include property previously leased by an Issuer, any Guarantor or any
of their respective Subsidiaries and leasehold interests thereon, provided that
the lease terminates prior to or upon the acquisition) or mortgages thereon to
secure the payment of all or any part of the purchase price thereof, or
mortgages on property, shares of stock or Indebtedness to secure any
Indebtedness for borrowed money Incurred prior to, at the time of, or within 270
days after, the latest of the acquisition thereof, or, in the case of property,
the completion of construction, the completion of improvements or the
commencement of substantial commercial operation of such property for the
purpose of financing all or any part of the purchase price thereof, such
construction or the making of such improvements; (c) mortgages to secure
Indebtedness of a Subsidiary owing to an Issuer or any of its Subsidiaries; (d)
mortgages existing at the date of the initial issuance of the Notes; (e)
mortgages on property of a corporation existing at the time such corporation is
merged into or consolidated with an Issuer or any of its Subsidiaries or at the
time of a sale, lease or other disposition of the properties of a corporation as
an entirety or substantially as an entirety to an Issuer or any of its
Subsidiaries, provided that such mortgage was not Incurred in anticipation of
such merger or consolidation or sale, lease or other disposition; (f) mortgages
created in connection with a
 
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project financed with, and created to secure, a Nonrecourse Obligation; (g)
mortgages securing the Notes; or (h) extensions, renewals or replacements of any
mortgage referred to in the foregoing clauses (a) through (g) without increase
of the principal of the Indebtedness secured thereby; provided, however, that
any mortgages permitted by any of the foregoing clauses (a) through (g) shall
not extend to or cover any property of the Issuers or any of their respective
Subsidiaries, as the case may be, other than the property specified in such
clauses and improvements thereto.
 
Notwithstanding the restrictions outlined in the preceding paragraph, the
Issuers and their respective Subsidiaries are permitted to Incur Indebtedness
secured by a mortgage which would otherwise be subject to such restrictions,
without equally and ratably securing the Notes, or in respect of mortgages on
any Guarantors' property or assets, any Guarantee of such Guarantor, provided
that after giving effect thereto, the aggregate amount of all Indebtedness so
secured by mortgages (not including mortgages permitted under clauses (a)
through (h) above) does not exceed 15% of the Consolidated Net Assets of the
Company.
 
LIMITATION ON SALE/LEASEBACK TRANSACTIONS.  The Indenture provides that neither
the Issuers nor any Guarantor will, nor will such Persons permit any of their
respective Subsidiaries to, enter into any Sale/Leaseback Transaction with
respect to any property, whether now owned or hereafter acquired, of an Issuer,
any Guarantor or any of their respective Subsidiaries (except such transactions
(i) entered into prior to the closing of the Offering; (ii) between USANi LLC
and the Company or USANi LLC and any Subsidiary of USANi LLC or the Company or
between the Company and any Subsidiary of USANi LLC or the Company or between
Subsidiaries; (iii) involving leases for no longer than three years; or (iv) in
which the lease for the property or asset is entered into within 270 days after
the later of the date of acquisition, completion of construction or commencement
of full operations of such property or asset), unless (in each case): (a) the
Issuers or such Guarantor or Subsidiary would be entitled to Incur Indebtedness
secured by a mortgage on the property involved in such transaction at least
equal in amount to the Attributable Debt with respect to such Sale/Leaseback
Transaction, without equally and ratably securing the Notes or the Guarantees,
pursuant to the covenant described under "-- Limitation on Liens;" or (b) the
proceeds of the sale of the property to be leased are at least equal to such
property's fair market value (as determined by the Board of Directors of the
Company) and the proceeds are applied within 180 days of the effective date of
such Sale/Leaseback Transaction to the purchase, construction, development or
acquisition of assets or to the repayment of Indebtedness of either of the
Issuers, any Guarantor or any of their respective Subsidiaries.
 
MERGER, CONSOLIDATION OR SALE OF ASSETS.  The Indenture provides that either of
the Issuers may, without the consent of the Holders of any outstanding Notes,
consolidate with or sell, lease or convey all or substantially all of its assets
to, or merge with or into, any other Person, provided that (a) such Issuer shall
be the continuing Person, or the successor Person formed by or resulting from
any such consolidation or merger or which shall have received the transfer of
such assets is organized under the laws of any domestic jurisdiction and
expressly assumes such Issuer's obligations to pay principal of (and premium, if
any) and interest on all of the Notes and the due and punctual performance and
observance of all of the covenants and conditions contained in the Indenture and
the Guarantees will remain in effect after any such merger or consolidation; (b)
immediately after giving effect to such transaction, no Event of Default under
the Indenture, and no event which, after notice or the lapse of time, or both,
would become such an Event of Default shall have occurred and be continuing; and
(c) an officers' certificate and legal opinion covering certain of such
conditions shall be delivered to the Trustee.
 
The successor Person will succeed to, and be substituted for, and may exercise
every right and power of, such Issuer under the Indenture, but the predecessor
Issuer in the case of a lease of all or
 
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substantially all of such Issuer's respective assets will not be released from
the obligation to pay the principal of and interest on the Notes.
 
FUTURE GUARANTORS.  After the closing of the Offering, the Issuers will cause
each Subsidiary created or acquired by either of the Issuers and which becomes
an Existing Credit Agreement Guarantor to execute and deliver to the Trustee a
Guarantee pursuant to which such Subsidiary will unconditionally guarantee, on a
joint and several basis, the full and prompt payment of the principal of,
premium, if any and interest on the Notes on an unsecured and unsubordinated
basis.
 
DEFAULTS
 
An Event of Default is defined in the Indenture as: (i) a default in any payment
of interest (including additional interest, if any) on any Note when due, which
continues for 30 days; (ii) a default in the payment of principal of any Note
when due at its Stated Maturity Date, upon optional redemption, upon declaration
or otherwise; (iii) the failure by the Issuers to comply with their other
agreements contained in the Indenture continuing for 90 days after written
notice as provided in the Indenture; (iv)(a) failure to make any payment at
maturity, including any applicable grace period, in respect of Indebtedness in
an amount in excess of $25,000,000 and continuance of such failure or (b) a
default with respect to any Indebtedness, which default results in the
acceleration of Indebtedness in an amount in excess of $25,000,000 without such
Indebtedness having been discharged or such acceleration having been cured,
waived, rescinded or annulled, in the case of (a) or (b) above, for a period of
30 days after written notice thereof to the Issuers by the Trustee or to the
Issuers and the Trustee by the Holders of not less than 25% in principal amount
of outstanding Notes; provided, however, that if any such failure, default or
acceleration referred to in (a) or (b) above shall cease or be cured, waived,
rescinded or annulled, then the Event of Default by reason thereof shall be
deemed likewise to have been cured; (v) any Guarantee ceases to be in full force
and effect (except as contemplated by the terms of the Indenture) or any
Guarantor denies or disaffirms in writing its obligations under the Indenture of
its Guarantee and (vi) certain events in bankruptcy, insolvency or
reorganization involving the Issuers.
 
The foregoing will constitute Events of Default whatever the reason for any such
Event of Default and whether it is voluntary or involuntary or is effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body.
 
If an Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of the outstanding Notes by notice to
the Issuers may declare the principal of and accrued but unpaid interest on all
the Notes to be due and payable. Upon such a declaration, such principal and
interest will be due and payable immediately. If an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of the Issuers occurs
and is continuing, the principal of and accrued interest on all the Notes will
ipso facto become immediately due and payable without any declaration or other
act on the part of the Trustee or any Holders. Under certain circumstances, the
Holders of a majority in aggregate principal amount of the outstanding Notes may
rescind any such acceleration with respect to the Notes and its consequences.
 
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
shall have offered to the Trustee reasonable indemnity or security against any
loss, liability or expense and then only to the extent required by the terms of
the Indenture. Except to enforce the right to receive payment of principal,
premium (if any) or interest when due, no Holder of Notes may pursue any remedy
with respect to the Indenture or the Notes unless (i) such Holder shall have
previously given the Trustee notice that an Event of Default is continuing, (ii)
Holders of at least 25% in
 
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aggregate principal amount of the outstanding Notes shall have requested the
Trustee to pursue the remedy, (iii) such Holders shall have offered the Trustee
reasonable security or indemnity against any loss, liability or expense, (iv)
the Trustee shall not have complied with such request within 60 days after the
receipt of the request and the offer of security or indemnity and (v) the
Holders of a majority in principal amount of the outstanding Notes shall not
have given the Trustee a direction inconsistent with such request within such
60-day period. Subject to certain restrictions, the Holders of a majority in
principal amount of the outstanding Notes are given the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee. The
Trustee, however, may refuse to follow any direction that conflicts with law or
the Indenture or that the Trustee determines is unduly prejudicial to the rights
of any other Holder or that would involve the Trustee in personal liability.
 
The Indenture provides that if a Default occurs and is continuing and is known
to the Trustee, the Trustee must mail to each Holder of Notes notice of the
Default within 90 days after it is known to the Trustee or written notice of it
is received by the Trustee. Except in the case of a Default in the payment of
principal of, premium (if any) or interest on any Note, the Trustee may withhold
notice if and so long as it in good faith determines that withholding notice is
not opposed to the interests of the Noteholders. In addition, the Issuers are
required to deliver to the Trustee, within 120 days after the end of each fiscal
year, a certificate indicating whether the signers thereof know of any Default
that occurred during the previous year. The Issuers also are required to deliver
to the Trustee, within 30 days after the occurrence thereof, written notice of
any event which would constitute certain Defaults, their status and what action
the Issuers are taking or propose to take in respect thereof.
 
AMENDMENTS AND WAIVERS
 
Subject to certain exceptions, the Indenture may be amended with the consent
(which may include consents obtained in connection with a tender offer or
exchange offer) of the Holders of a majority in principal amount of the Notes
then outstanding and any past Default or compliance with any provisions of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the Notes then outstanding. However, without the
consent of each Holder of an outstanding Note, no amendment may, among other
things, (i) reduce the amount of Notes whose Holders must consent to an
amendment, supplement or waiver, (ii) reduce the rate of or extend the time for
payment of interest on any Note, (iii) reduce the principal of or extend the
Stated Maturity Date of any Note, (iv) reduce the premium payable upon any
redemption of any Note or change the time at which any Note may be redeemed, (v)
make any Note payable in money other than that stated in such Note, (vi) impair
the right of any Holder to receive payment of principal of and interest on such
Holder's Notes on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder's Notes, (vii) make
any changes that would affect the ranking for the Notes in a manner adverse to
the Noteholders or (viii) make any change in the amendment provisions which
require each Holder's consent.
 
Without the consent of any Holder, the Issuers, the Guarantors and the Trustee
may amend the Indenture to cure any ambiguity, omission, defect or
inconsistency, to provide for the assumption by a successor corporation of the
obligations of the Issuers under the Indenture, to add guarantees or collateral
security with respect to the Notes, to add to the covenants of the Issuers for
the benefit of the Noteholders or to surrender any right or power conferred upon
the Issuers, to make any change that does not adversely affect the rights of any
Holder or to comply with any requirement of the Commission in connection with
the qualification of the Indenture under the TIA.
 
The consent of the Holders is not necessary under the Indenture to approve the
particular form of any proposed amendment. It is sufficient if such consent
approves the substance of the proposed amendment.
 
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After an amendment under the Indenture becomes effective, the Issuers are
required to mail to the Holders a notice briefly describing such amendment.
However, the failure to give such notice to all Holders, or any defect therein,
will not impair or affect the validity of the amendment.
 
TRANSFER AND EXCHANGE
 
A Holder may transfer or exchange Notes in accordance with the Indenture. Upon
any transfer or exchange, the registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Issuers may require a Holder to pay any taxes required by law or
permitted by the Indenture, including any transfer tax or other similar
governmental charge payable in connection therewith. The Issuers are not
required to transfer or exchange any Note selected for redemption or to transfer
or exchange any Note for a period of 15 days prior to a selection of Notes to be
redeemed. The Notes will be issued in registered form and the registered Holder
of a Note will be treated as the owner of such Note for all purposes.
 
DEFEASANCE
 
The Issuers at any time may terminate all of their obligations under the Notes
and the Indenture ("Legal Defeasance"), except for certain obligations,
including those with respect to the Defeasance Trust (as defined below) and
obligations to register the transfer or exchange of the Notes, to replace
mutilated, destroyed, lost or stolen Notes and to maintain a registrar and
paying agent in respect of the Notes. In addition, the Issuers at any time may
terminate their obligations and the obligations of each Guarantor with respect
to the Notes under the covenant described under "-- Certain Covenants" (other
than "Merger, Consolidation and Sale of Assets") and the operation of (iv) and
(v) under "-- Defaults" above ("Covenant Defeasance"). If the Issuers exercise
their Legal Defeasance or Covenant Defeasance option, the Guarantees in effect
at such time will terminate.
 
The Issuers may exercise their Legal Defeasance option notwithstanding their
prior exercise of their Covenant Defeasance option. If the Issuers exercise
their Legal Defeasance option, payment of the Notes may not be accelerated
because of an Event of Default with respect thereto. If the Issuers exercise
their Covenant Defeasance option, payment of the Notes may not be accelerated
because of an Event of Default specified in clauses (iii) (except for the
covenant described under "-- Certain Covenants -- Merger, Consolidation or Sale
of Assets"), (iv) or (v) under "-- Defaults" above.
 
In order to exercise either defeasance option, the Issuers must irrevocably
deposit or cause to be deposited in trust (the "Defeasance Trusts") with the
Trustee money or U.S. Government Obligations which, through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms, will provide cash at such times and in such amounts as will be sufficient
to pay principal and interest when due on all the Notes (except lost, stolen or
destroyed Notes which have been replaced or repaid) to maturity or redemption,
as the case may be, and must comply with certain other conditions, including
delivery to the Trustee of an opinion of counsel to the effect that Holders of
the Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and defeasance and will be subject to
federal income tax on the same amounts and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not
occurred (and, in the case of Legal Defeasance only, such opinion of counsel
must be based on a ruling of the Internal Revenue Service or other change in
applicable federal income tax law).
 
CONCERNING THE TRUSTEE
 
Chase is to be the Trustee under the Indenture and has been appointed by the
Issuers as Registrar and Paying Agent with regard to the Notes and the Exchange
Agent in connection with the Exchange Offer. Chase is also an agent and lender
under the Existing Credit Agreement. Chase
 
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Securities Inc., an Initial Purchaser of the Notes, is an affiliate of the
Trustee. See "Plan of Distribution."
 
The Indenture contains certain limitations on the rights of the Trustee, should
it become a creditor of either of the Issuers, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any such
claim as security or otherwise. The Trustee is permitted to engage in other
transactions; provided, however, if it acquires any conflicting interest it must
either eliminate such conflict within 90 days, apply to the Commission for
permission to continue or resign.
 
GOVERNING LAW
 
The Indenture provides that it, the Notes and the Guarantees will be governed
by, and construed in accordance with, the laws of the State of New York without
giving effect to applicable principles of conflicts of law to the extent that
the application of the law of another jurisdiction would be required thereby.
 
CERTAIN DEFINITIONS
 
"Attributable Debt" when used in connection with a Sale/Leaseback Transaction
shall mean, at the time of determination, the lesser of: (a) the fair value of
the property subject to such Sale/Leaseback Transaction (as determined in good
faith by the Board of Directors of the Company); or (b) the present value of the
total net amount of rent required to be paid under such lease during the
remaining term thereof (including any renewal term or period for which such
lease has been extended), discounted at the rate of interest set forth or
implicit in the terms of such lease or, if not practicable to determine such
rate, the weighted average interest rate per annum borne by the Notes compounded
semi-annually in either case as determined by the principal accounting or
financial officer of the Company. For purposes of the foregoing definition, rent
shall not include amounts required to be paid by the lessee, whether or not
designated as rent or additional rent, on account of or contingent upon
maintenance and repairs, insurance, taxes, assessments, water rates and similar
charges. In the case of any lease which is terminable by the lessee upon the
payment of a penalty, such net amount shall be the lesser of the net amount
determined assuming termination upon the first date such lease may be terminated
(in which case the net amount shall also include the amount of the penalty, but
no rent shall be considered as required to be paid under such lease subsequent
to the first date upon which it may be so terminated) or the net amount
determined assuming no such termination.
 
"Board of Directors" means, as to any Person, the board of directors of such
Person or any duly authorized committee thereof.
 
"Capital Stock" of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including any preferred stock,
partnership interests and limited liability company membership interests, but
excluding any debt securities convertible into such equity.
 
"Consolidated Net Assets" means, as to the Company, as of any particular time
the aggregate amount of assets of the Company and its consolidated Subsidiaries
at the end of the most recently completed fiscal quarter after deducting
therefrom, to the extent otherwise included, all current liabilities except for
(i) notes and loans payable, (ii) current maturities of long-term debt and (iii)
current maturities of obligations under capital leases, all as set forth on the
consolidated balance sheet of the Company and its consolidated Subsidiaries as
of the end of such fiscal quarter and computed in accordance with GAAP.
 
"Control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by
 
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contract or otherwise. A Person shall be deemed to Control another Person if
such Person (i) is an officer or director of such other Person or (ii) directly
or indirectly owns or controls 10% or more of such other Person's capital stock.
"Controlling" and "Controlled" have meanings correlative thereto.
 
"Default" means any event which is, or after notice or passage of time or both
would be, an Event of Default.
 
"Existing Credit Agreement" means (i) the credit agreement, dated as of February
12, 1998, as may be amended from time to time, among the Company, USANi LLC, as
borrower, the lenders party thereto, Chase, as administrative agent and
collateral agent, and Bank of America National Trust & Savings Association and
The Bank of New York, as co-documentation agents, and (ii) any renewal,
extension, refunding, replacement or refinancing thereof.
 
"Existing Credit Agreement Guarantor" means every Subsidiary of either of the
Issuers that is a guarantor under the Existing Credit Agreement from time to
time; provided that, to the extent any or all of such Subsidiaries cease to be
guarantors under the Existing Credit Agreement, such Subsidiaries shall cease to
be "Existing Credit Agreement Guarantors."
 
"Foreign Subsidiary" means any Subsidiary that is organized under the laws of a
jurisdiction other than the United States of America or any state thereof or the
District of Columbia.
 
"GAAP" means generally accepted accounting principles in the United States of
America, in effect from time to time.
 
"guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for purposes of assuring in any
other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "guarantee" will not include endorsements for
collection or deposit in the ordinary course of business. The term "guarantee"
used as a verb has a corresponding meaning.
 
"Guarantee" means, individually, any guarantee of payment of the Notes by a
Guarantor pursuant to the terms of the Indenture, and, collectively, all such
Guarantees. Each such Guarantee will be in the form prescribed in the Indenture.
 
"Guarantor" means each Subsidiary of either of the Issuers (except for (i) USANi
LLC, (ii) Foreign Subsidiaries and (iii) any other Subsidiary that is not an
Existing Credit Agreement Guarantor) and any other Person that becomes an
Existing Credit Agreement Guarantor; provided that, to the extent that any or
all of such Subsidiaries cease to be Existing Credit Agreement Guarantors, such
Subsidiaries shall cease to be "Guarantors."
 
"Holder" or "Noteholder" means the Person in whose name a Note is registered on
the Registrar's books.
 
"Incur" means issue, assume, guarantee, incur or otherwise become liable for.
 
"Indebtedness" means, with respect to any Person, obligations (other than
Non-Recourse Obligations, the Notes or the Guarantees) of such Person for
borrowed money or evidenced by bonds, debentures, notes or similar instruments.
 
"Nonrecourse Obligation" means indebtedness or other obligations substantially
related to (i) the acquisition of assets not previously owned by the Issuers,
any Guarantor or any of their respective Subsidiaries or (ii) the financing of a
project involving the development or expansion of properties of
 
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the Issuers, any Guarantor or any of their respective Subsidiaries, as to which
the obligee with respect to such indebtedness or obligation has no recourse to
the Issuers, any Guarantor or any of their respective Subsidiaries or any assets
of the Issuers, any Guarantor or any of their respective Subsidiaries other than
the assets which were acquired with the proceeds of such transaction or the
project financed with the proceeds of such transaction (and the proceeds
thereof).
 
"Officer" means any of the Chairman of the Board, Chief Executive Officer, the
President, the Vice Chairman, any Vice President, the Treasurer, the Chief
Financial Officer or the Secretary of either of the Issuers.
 
"Officer's Certificate" means a certificate signed by an Officer.
 
"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
 
"Sale/Leaseback Transaction" means an arrangement relating to property now owned
or hereafter acquired whereby either of the Issuers or any of their respective
Subsidiaries transfers such property to a Person (other than either of the
Issuers or any of their respective Subsidiaries) and either of the Issuers or
any of their respective Subsidiaries leases it from such Person.
 
"Subsidiary" shall mean, with respect to any Person (the "parent") at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent's consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled (within the meaning of the first sentence of the definition of
"Control"), by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent.
 
"TIA" means the Trust Indenture Act of 1939, as amended.
 
"U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.
 
BOOK-ENTRY, DELIVERY AND FORM
 
The Exchange Notes will be issued in the form of one or more registered notes in
global form (the "Global Exchange Notes"). The Global Exchange Notes will be
deposited with, or on behalf of, DTC and registered in the name of Cede & Co.,
as nominee of DTC. Except as set forth below, the Global Exchange Notes may be
transferred, in whole and not in part, only to DTC or another nominee of DTC.
Investors may hold their beneficial interests in the Global Exchange Notes
directly through DTC if they have an account with DTC or indirectly through
organizations which have accounts with DTC.
 
Exchange Notes that are issued as described below under "-- Certificated Notes"
will be issued in definitive form. Upon the transfer of an Exchange Note in
definitive form, such Exchange Note will, unless the Global Exchange Notes have
previously been exchanged for Notes in definitive form, be exchanged for an
interest in a Global Exchange Note representing the principal amount of Notes
being transferred.
 
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DTC has advised the Issuers that it is (i) a limited-purpose trust company
organized under the laws of the State of New York, (ii) a "banking organization"
within the meaning of the New York Banking Law, (iii) a member of the Federal
Reserve System, (iv) a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, as amended, and (v) a "clearing agency" registered
pursuant to Section 17A of the Exchange Act. DTC was created to hold securities
for its participants (collectively, the "Participants") and to facilitate the
clearance and settlement of securities transactions between Participants through
electronic book-entry changes to the accounts of its Participants, thereby
eliminating the need for physical transfer and delivery of certificates. DTC's
Participants include securities brokers and dealers (including the Initial
Purchasers), banks and trust companies, clearing corporations and certain other
organizations. Indirect access to DTC's system is also available to other
entities such as banks, brokers, dealers and trust companies (collectively, the
"Indirect Participants") that clear through or maintain a custodial relationship
with a Participant, either directly or indirectly. Investors who are not
Participants may beneficially own securities held by or on behalf of DTC only
through Participants or Indirect Participants.
 
Upon the issuance of the Global Exchange Notes in exchange for the Initial Notes
pursuant to the Exchange Offer, DTC will credit, on its internal system, the
respective principal amounts of the individual beneficial interests represented
by such Global Exchange Notes to the accounts of the persons who surrendered
Initial Notes for exchange. Ownership of beneficial interests in the Global
Exchange Notes will be limited to participants or persons who hold interests
through participants. Ownership of beneficial interests in the Global Exchange
Notes will be shown on, and the transfer of that ownership will be effected only
through, records maintained by DTC or its nominee (with respect to interests of
participants) and the records of participants (with respect to interests of
persons other than participants). Investors may hold their interests in the
Global Exchange Notes directly through DTC if they are participants in such
system, or indirectly through organizations which are participants in such
system. The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and laws may impair the ability to transfer or pledge beneficial
interests in the Global Exchange Notes.
 
So long as DTC or its nominee is the registered owner of the Global Exchange
Notes, DTC or such nominee, as the case may be, will be considered the sole
legal owner or Holder of the Notes represented by the Global Note for all
purposes of such Exchange Notes and the Indenture. Except as provided below,
owners of beneficial interests in Global Notes will not be entitled to have the
Notes represented by such Global Exchange Notes registered in their names, will
not receive or be entitled to receive physical delivery of certificated Exchange
Notes, and will not be considered the owners or Holders thereof under the
Indenture for any purpose, including with respect to the giving of any
direction, instruction or approval to the Trustee thereunder. Accordingly, each
Holder owning a beneficial interest in a Global Exchange Note must rely on the
procedures of DTC and, if such Holder is not a Participant or an Indirect
Participant, on the procedures of the Participant through which such Holder owns
its interest, to exercise any rights of a Holder of Exchange Notes under the
Indenture or such Global Exchange Note. The Issuers understand that under
existing industry practice, in the event that the Issuers request any action of
Holders of Notes, or a Holder that is an owner of a beneficial interest in a
Global Exchange Note desires to take any action that DTC, as the Holder of such
Global Exchange Note, is entitled to take, DTC would authorize the Participants
to take such action and the Participants would authorize Holders owning through
such Participants to take such action or would otherwise act upon the
instruction of such Holders. Neither the Issuers nor the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of Exchange Notes by DTC, or for maintaining,
supervising or reviewing any records of DTC relating to such Exchange Notes.
 
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Payment of principal of and interest on Exchange Notes represented by the Global
Exchange Note registered in the name of and held by DTC or its nominee will be
made to DTC or its nominee, as the case may be, as the registered owner and
holder of the Global Exchange Notes.
 
The Issuers expect that DTC or its nominee, upon receipt of any payment of
principal of or interest on the Global Exchange Notes, will credit participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of the Global Exchange Notes as shown on the
records of DTC or its nominee. The Issuers also expect that payments by
participants to owners of beneficial interests in the Global Exchange Notes held
through such participants will be governed by standing instructions and
customary practices and will be the responsibility of such participants. The
Issuers will not have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in the Global Exchange Notes for any Exchange Notes or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests or for any other aspect of the relationship between DTC and
its participants or the relationship between such participants and the owners of
beneficial interests in the Global Exchange Notes owning through such
participants.
 
Unless and until it is exchanged in whole or in part for certificated Exchange
Notes in definitive form, each Global Exchange Note may not be transferred
except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or
another nominee of DTC.
 
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the Global Exchange Notes among participants of DTC,
it is under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. Neither the Trustee nor the
Issuers will have any responsibility for the performance by DTC or its
participants or indirect participants of their respective obligations under the
rules and procedures governing their operations.
 
CERTIFICATED NOTES
 
If (i) the Issuers notify the Trustee in writing that DTC is no longer willing
or able to act as a depositary or DTC ceases to be registered as a clearing
agency under the Exchange Act and a successor depositary is not appointed within
90 days of such notice or cessation, (ii) the Issuers, at their option, notify
the Trustee in writing that they elect to cause the issuance of Exchange Notes
in definitive form under the Indenture or (iii) upon the occurrence of certain
other events as provided in the Indenture, then, upon surrender by DTC of the
Global Exchange Notes, Certificated Exchange Notes will be issued to each person
that DTC identifies as the beneficial owner of the Exchange Notes represented by
the Global Exchange Notes. Upon any such issuance, the Trustee is required to
register such Certificated Exchange Notes in the name of such person or persons
(or the nominee of any thereof) and cause the same to be delivered thereto.
 
Neither the Issuers nor the Trustee shall be liable for any delay by DTC or any
Participant or Indirect Participant in identifying the beneficial owners of the
related Exchange Notes and each such person may conclusively rely on, and shall
be protected in relying on, instructions from DTC for all purposes (including
with respect to the registration and delivery, and the respective principal
amounts, of the Exchange Notes to be issued).
 
                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
 
The Registration Statement of which this Prospectus is a part constitutes the
registration statement for the Exchange Offer which is the subject of the
Registration Rights Agreement dated as of November 23, 1998 (the "Registration
Rights Agreement"), among the Issuers, the Guarantors and
 
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the Initial Purchasers, for the benefit of the holders of the Initial Notes.
Holders of Exchange Notes are not entitled to any registration rights with
respect to the Exchange Notes.
 
The Registration Rights Agreement sets forth certain circumstances under which
the Issuers are required to file a shelf registration statement (the "Shelf
Registration Statement") with the Commission in lieu of a registration
statement. The Issuers will, in the event a Shelf Registration Statement is
filed, among other things, provide to each holder for whom such Shelf
Registration Statement was filed copies of the prospectus which is a part of the
Shelf Registration Statement, notify each such holder when the Shelf
Registration Statement has become effective and take certain other actions as
are required to permit unrestricted resales of the Initial Notes or the Exchange
Notes, as the case may be. A holder selling such Initial Notes or Exchange Notes
pursuant to the Shelf Registration Statement generally would be required to be
named as a selling security holder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the civil liability
provisions under the Securities Act in connection with such sales and will be
bound by the provisions of the Registration Rights Agreement which are
applicable to such holder (including certain indemnification obligations).
 
If (i) by March 23, 1999, neither the Registration Statement nor the Shelf
Registration Statement has been filed with the Commission; (ii) by April 22,
1999, neither the Registration Statement nor the Shelf Registration Statement is
declared effective; (iii) by May 22, 1999, the Exchange Offer is not
consummated, or (iv) after the Shelf Registration Statement is declared
effective, such Registration Statement thereafter ceases to be effective (at any
time the Issuers are obligated to maintain the effectiveness thereof) without
being succeeded by an additional Registration Statement filed and declared
effective (each such event referred to in clause (i) through (iv) being referred
to herein as a "Registration Default"), additional cash interest will accrue on
the Initial Notes and the Exchange Notes at the rate of 0.25% per annum (the
"Additional Interest") from and including the date on which any such
Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured, calculated on the principal amount of
such Notes as of the date on which such interest is payable. Such interest is
payable in addition to any other interest payable from time to time with respect
to the Notes.
 
If the Issuers effect the Exchange Offer, they will be entitled to close the
Exchange Offer 20 business days after the commencement thereof provided that
they have accepted all Initial Notes theretofore validly tendered and not
withdrawn in accordance with the terms of the Exchange Offer. Upon consummation
of the Exchange Offer, holders of Initial Notes will not be entitled to any
increase in the interest rate thereon or any further registration rights under
the Registration Rights Agreement, except under limited circumstances. See
"Description of the Exchange Notes."
 
The summary herein of certain provisions of the Registration Rights Agreement
does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, all the provisions of the Registration Rights
Agreement, a copy of which is filed as an exhibit to the Registration Statement
of which this Prospectus constitutes a part.
 
            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
 
The following is a general discussion of the principal United States federal
income tax consequences to holders of Initial Notes who exchange their Initial
Notes for Exchange Notes pursuant to the Exchange Offer. This discussion is
based on currently existing provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), existing, temporary and proposed Treasury regulations
promulgated thereunder, and administrative and judicial interpretations thereof,
all as in effect or proposed on the date hereof and all of which are subject to
change, possibly with retroactive effect, or different interpretations. This
discussion is limited to holders of Initial Notes who hold the Notes as
 
                                       148
   152
 
capital assets, within the meaning of section 1221 of the Code. Moreover, this
discussion if for general information only and does not address all of the tax
consequences that may be relevant to holders of Initial Notes and Exchange Notes
in light of their personal circumstances or to certain types of holders of
Initial Notes and Exchange Notes (such as certain financial institutions,
insurance companies, tax-exempt entities, dealers in securities or persons who
have hedged the risk of owning a Note). In addition, this discussion does not
address any tax consequences arising under the laws of any state, locality or
foreign jurisdiction, or any estate or gift tax considerations.
 
EXCHANGE OFFER
 
The exchange of Initial Notes for Exchange Notes pursuant to the Exchange Offer
should not be treated as an exchange or other taxable event for United States
Federal income tax purposes. Accordingly, there should be no United States
Federal income tax consequences to holders who exchange Initial Notes for
Exchange Notes pursuant to the Exchange Offer and any such holder should have
the same adjusted tax basis and holding period in the Exchange Notes as it had
in the Initial Notes immediately before the exchange.
 
                              PLAN OF DISTRIBUTION
 
Each broker-dealer that receives Exchange Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Notes received in exchange for Initial Notes
where such Initial Notes were acquired as a result of market-making activities
or other trading activities. The Issuers have agreed that for a period of 90
days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale.
 
The Issuers will not receive any proceeds from any sale of Exchange Notes by
broker-dealers or any other holder of Exchange Notes. Exchange Notes received by
broker-dealers for their own account pursuant to the Exchange Offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange Notes or
a combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and the purchasers of any such Exchange
Notes. Any broker-dealer that resells Exchange Notes that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of Exchange Notes and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
 
For a period of 90 days after the Expiration Date, the Issuers will promptly
send additional copies of this Prospectus and any amendment or supplement to
this Prospectus to any broker-dealer that requests such documents in the Letter
of Transmittal. The Issuers have agreed to pay all expenses incident to the
Exchange Offer (including the expenses of one counsel for the holders of the
Initial Notes) other than commissions or concessions of any brokers or dealers
and will indemnify the holders of the Notes (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act.
 
                                       149
   153
 
                                 LEGAL MATTERS
 
Certain legal matters in connection with the Offering will be passed upon for
the Issuers and the Guarantors by Howard, Smith & Levin LLP, New York, New York.
 
                                    EXPERTS
 
The consolidated financial statements of USAi as of December 31, 1997 and 1996
and the related consolidated statements of operations, shareholders' equity and
cash flows for the years then ended in this Prospectus have been audited by
Ernst & Young LLP, independent auditors, as stated in their report appearing in
the documents herein. The consolidated statements of operations, stockholders'
equity and cash flows of the Company and subsidiaries for the period September
1, 1995 through December 31, 1995 and for the year ended August 31, 1995 in this
Prospectus have been audited by Deloitte & Touche LLP, independent certified
public accountants, as stated in their report appearing in the documents herein
and given upon the authority of said firm as experts in accounting and auditing.
 
The consolidated balance sheet of Ticketmaster Group, Inc. and subsidiaries as
of January 31, 1998 and the related consolidated statements of operations,
shareholders' equity, and cash flows for the year ended January 31, 1998,
incorporated by reference in this Prospectus, have been audited by Ernst & Young
LLP, independent auditors, as stated in their report appearing in the documents
incorporated by reference herein. The consolidated financial statements of
Ticketmaster Group, Inc. and subsidiaries as of January 31, 1997 and for each of
the years in the two-year period ended January 31, 1997, have been incorporated
by reference herein and in the registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
 
The combined balance sheets of Universal Television Group as of June 30, 1997
and 1996 and the related combined statements of operations and cash flows for
each of the three years in the period ended June 30, 1997 included in this
Prospectus, have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
 
The combined balance sheets of USA Networks as of December 31, 1996 and 1995 and
the related combined statements of income, cash flows, and changes in partners'
equity for each of the two years in the period ended December 31, 1996 included
in this Prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting. The combined statements of
income, cash flows and changes in partners' equity of USA Networks for the year
ended December 31, 1994, in this Prospectus, have been audited by KPMG LLP,
independent accountants, as stated in their report appearing in the documents
herein.
 
The consolidated financial statements of Home Shopping Network, Inc. as of
December 31, 1997 and 1996 and the related consolidated statements of
operations, shareholders' equity and cash flows for the year ended December 31,
1997 in this Prospectus have been audited by Ernst & Young LLP, independent
auditors, as stated in their report appearing in the documents herein.
 
The consolidated statements of operations, shareholders' equity and cash flows
of Home Shopping Network, Inc. and subsidiaries for the two-year period ended
December 31, 1996 included herein and elsewhere in this Prospectus have been
included herein and elsewhere in this Prospectus in reliance upon the report of
KPMG LLP, independent certified public accountants, included herein, and upon
the authority of said firm as experts in accounting and auditing.
 
The consolidated financial statements of USANi LLC as of December 31, 1997 and
1996 and the related consolidated statements of operations, members' equity and
cash flows for the year ended December 31, 1997 in this Prospectus have been
audited by Ernst & Young LLP, independent auditors, as stated in their report
appearing in the documents herein.
 
                                       150
   154
 
                         INDEX TO FINANCIAL STATEMENTS
 


                                                              PAGE
                                                              -----
                                                           
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
  OF USAi, HOLDCO, AND USANi LLC............................    F-3
USA Networks, Inc. Unaudited Pro Forma Combined Condensed
  Balance Sheet as of September 30, 1998....................    F-4
USA Networks, Inc. Unaudited Pro Forma Combined Condensed
  Statement of Operations for the Nine Months Ended
  September 30, 1998........................................    F-5
USA Networks, Inc. Unaudited Pro Forma Combined Condensed
  Statement of Operations for the Year Ended December 31,
  1997......................................................    F-6
Holdco Unaudited Pro Forma Combined Condensed Balance Sheet
  as of September 30, 1998..................................    F-7
Holdco Unaudited Pro Forma Combined Condensed Statement of
  Operations for the Nine Months Ended September 30, 1998...    F-8
Holdco Unaudited Pro Forma Combined Condensed Statement of
  Operations for the Year Ended December 31, 1997...........    F-9
USANi LLC Unaudited Pro Forma Combined Condensed Balance
  Sheet as of September 30, 1998............................   F-10
USANi LLC Unaudited Pro Forma Combined Condensed Statement
  of Operations for the Nine Months Ended September 30,
  1998......................................................   F-11
USANi LLC Unaudited Pro Forma Combined Condensed Statement
  of Operations for the Year Ended December 31, 1997........   F-12
Notes to Unaudited Pro Forma Combined Condensed Financial
  Statements................................................   F-13
 
UNAUDITED PRO FORMA ADJUSTED COMBINED CONDENSED FINANCIAL
  STATEMENTS OF TICKETMASTER GROUP, INC.....................
Unaudited Pro Forma Adjusted Combined Condensed Statement of
  Operations for the Year Ended January 31, 1998............   F-15
Notes to Unaudited Pro Forma Adjusted Combined Condensed
  Financial Statements......................................   F-16
 
USA NETWORKS, INC. AND SUBSIDIARIES
Report of Independent Auditors..............................   F-17
Independent Auditors' Report................................   F-18
Consolidated Statements of Operations for the Years Ended
  December 31, 1997, 1996, the Four Months Ended
  December 31, 1995, and the Year Ended August 31, 1995.....   F-19
Consolidated Balance Sheets as of December 31, 1997 and
  1996......................................................   F-20
Consolidated Statements of Stockholders' Equity for the
  Years Ended December 31, 1997, 1996, the Four Months Ended
  December 31, 1995, and the Year Ended August 31, 1995.....   F-22
Consolidated Statements of Cash Flow for the Years Ended
  December 31, 1997, 1996, the Four Months Ended
  December 31, 1995, and the Year Ended August 31, 1995.....   F-23
Notes to Consolidated Financial Statements..................   F-24
Condensed Consolidated Statements of Operations for the
  Three Months Ended September 30, 1998 and 1997 and the
  Nine Months Ended September 30, 1998 and 1997
  (Unaudited)...............................................   F-46
Condensed Consolidated Balance Sheets as of September 30,
  1998 and December 31, 1997 (Unaudited)....................   F-47
Condensed Consolidated Statement of Stockholders' Equity for
  the Nine Months Ended September 30, 1998 (Unaudited)......   F-49
Condensed Consolidated Statements of Cash Flows for the Nine
  Months Ended September 30, 1998 and 1997 (Unaudited)......   F-50
Notes to Condensed Consolidated Financial Statements
  (Unaudited)...............................................   F-51
 
HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES ("HOLDCO")
Report of Independent Auditors..............................   F-62
Independent Auditors' Report................................   F-63
Consolidated Statements of Operations for the Years Ended
  December 31, 1997, 1996 and 1995..........................   F-64
Consolidated Balance Sheets as of December 31, 1997 and
  1996......................................................   F-65
Consolidated Statements of Stockholders' Equity for the
  Years Ended December 31, 1997, 1996 and 1995..............   F-67
Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1997, 1996 and 1995..........................   F-68

 
                                       F-1
   155
 


                                                              PAGE
                                                              -----
                                                           
Notes to Consolidated Financial Statements..................   F-69
Condensed Consolidated Statements of Operations for the Nine
  Months Ended September 30, 1998 and 1997 (Unaudited)......   F-82
Condensed Consolidated Balance Sheets as of September 30,
  1998 and December 31, 1997 (Unaudited)....................   F-83
Condensed Consolidated Statement of Stockholders' Equity for
  the Nine Months Ended September 30, 1998 (Unaudited)......   F-85
Condensed Consolidated Statements of Cash Flows for the Nine
  Months Ended September 30, 1998 and 1997 (Unaudited)......   F-86
Notes to Condensed Consolidated Financial Statements
  (Unaudited)...............................................   F-87
 
USANi LLC AND SUBSIDIARIES (INCLUDING PREDECESSOR COMPANY)
Report of Independent Auditors..............................   F-94
Consolidated Statement of Operations for the Year Ended
  December 31, 1997.........................................   F-95
Consolidated Balance Sheets as of December 31, 1997 and
  1996......................................................   F-96
Consolidated Statement of Members' Equity for the Year Ended
  December 31, 1997.........................................   F-98
Consolidated Statement of Cash Flows for the Year Ended
  December 31, 1997.........................................   F-99
Notes to Consolidated Financial Statements..................  F-100
Condensed Consolidated Statements of Operations for the Nine
  Months Ended September 30, 1998 and 1997 (Unaudited)......  F-111
Condensed Consolidated Balance Sheets as of September 30,
  1998 and December 31, 1997 (Unaudited)....................  F-112
Condensed Consolidated Statement of Members' Equity for the
  Nine Months Ended September 30, 1998 (Unaudited)..........  F-114
Condensed Consolidated Statements of Cash Flows for the Nine
  Months Ended September 30, 1998 and 1997 (Unaudited)......  F-115
Notes to Condensed Consolidated Financial Statements
  (Unaudited)...............................................  F-116
 
USA NETWORKS
Report of Independent Accountants...........................  F-123
Independent Auditors' Report................................  F-124
Combined Balance Sheets as of December 31, 1996 and 1995....  F-125
Combined Statements of Income for the Years Ended December
  31, 1996, 1995, and 1994..................................  F-126
Combined Statements of Cash Flows for the Years Ended 1996,
  1995, and 1994............................................  F-127
Combined Statements of Changes in Partners' Equity for the
  Years Ended 1996, 1995, and 1994..........................  F-128
Notes to Combined Financial Statements......................  F-129
 
UNIVERSAL TELEVISION GROUP
Report of Independent Accountants...........................  F-137
Combined Balance Sheets as of June 30, 1997 and 1996........  F-138
Combined Statements of Operations for the Years Ended June
  30, 1997, 1996 and for the period July 1, 1994 to June 4,
  1995......................................................  F-139
Combined Statements of Cash Flows for the Years Ended June
  30, 1997, 1996 and for the period July 1, 1994 to June 4,
  1995......................................................  F-140
Notes to Combined Financial Statements......................  F-141

 
                                       F-2
   156
 
          UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
                         OF USAi, HOLDCO AND USANi LLC
 
The following unaudited pro forma combined condensed financial statements (the
"Condensed Statements") have been prepared to give effect to the Notes Offering,
the Exchange Offer, USAi's merger with Ticketmaster, including the effects of
acquisitions made by Ticketmaster Group, Inc. ("Ticketmaster") during its fiscal
year ended January 31, 1998, the Universal Transaction through which USAi
acquired USA Networks ("Networks") and Studios USA, USAi's investment in, and
the subsequent merger of Ticketmaster's online business with, CitySearch, and
the sale of SF Broadcasting (collectively the "Transactions") as if all such
transactions had occurred on January 1, 1997. The purchase method of accounting
was used to give effect to all Transactions.
 
The Condensed Statements reflect certain assumptions regarding the Transactions
and are based on the historical consolidated financial statements of the
respective entities. The Condensed Statements, including the notes thereto, are
qualified in their entirety by reference to, and should be read in conjunction
with, the audited and unaudited financial statements, including the notes
thereto, of USAi, Holdco, USANi LLC, CitySearch, Ticketmaster, USA Networks and
Studios USA, all of which are either included in this Registration Statement or
incorporated by reference.
 
The USAi, Holdco and USANi LLC pro forma combined condensed balance sheets as of
September 30, 1998 give effect to the Notes Offering and the Exchange Offer as
if they had occurred on September 30, 1998.
 
The USAi pro forma combined condensed statement of operations for the nine
months ended September 30, 1998 gives effect to the Transactions as if they had
occurred on January 1, 1998.
 
The USAi pro forma combined condensed statement of operations for the year ended
December 31, 1997 reflects the audited consolidated statement of operations of
USAi combined with the unaudited pro forma results of Ticketmaster for the year
ended January 31, 1998 (including the pro forma effects of certain acquisitions
of Ticketmaster) less amounts reflected in the USAi historical statements of
operations for the year ended December 31, 1997, and also reflects the unaudited
pro forma results of Studios USA (including the pro forma effects of its
acquisition of Networks), and the audited results of CitySearch for the year
ended December 31, 1997 and gives effect to the Transactions as if they had
occurred on January 1, 1997.
 
The Holdco and USANi LLC pro forma combined condensed statement of operations
for nine months ended September 30, 1998 and for the year ended December 31,
1997 give effect to the Universal Transaction as if it had occurred on January
1, 1998 and January 1, 1997, respectively.
 
As a result of the Universal, Ticketmaster and CitySearch transactions, USAi,
Holdco, and USANi LLC, where applicable, are evaluating the fair value of assets
acquired and liabilities assumed, specifically including television program
rights, commitments to produce or purchase television programming, contractual
commitments to provide ticketing services and other contractual commitments.
Using this information, USAi, Holdco, and USANi LLC, where applicable will make
a final allocation of the excess purchase price, including allocation to the
intangibles other than goodwill. Accordingly, the purchase accounting
information is preliminary and has been made solely for the purpose of
developing such unaudited pro forma combined condensed financial information.
 
The Condensed Statements are presented for illustrative purposes only and are
not necessarily indicative of the financial position or results of operations
which would have actually been reported had the Notes Offering and Exchange
Offer occurred at September 30, 1998 or had the Transactions occurred as of
January 1, 1998 and 1997, nor are the Condensed Statements necessarily
indicative of future financial position or results of operations.
 
                                       F-3
   157
 
                               USA NETWORKS, INC.
 
              UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                            AS OF SEPTEMBER 30, 1998
                                 (IN THOUSANDS)
 


                                                                          PRO FORMA      PRO FORMA
                                                             USAI      ADJUSTMENTS(A)     COMBINED
                                                             ----      --------------    ---------
                                                                       (IN THOUSANDS)
                                                                                
ASSETS:
Current Assets:
Cash and short-term investments.........................  $  292,231      $  (6,500)     $  285,731
Accounts and notes receivable, net......................     286,237                        286,237
Inventories, net........................................     445,425                        445,425
Deferred income taxes...................................      37,067                         37,067
Other...................................................      27,028                         27,028
                                                          ----------      ---------      ----------
  Total current assets..................................   1,087,988         (6,500)      1,081,488
Property, plant and equipment, net......................     248,741                        248,741
Intangible assets including goodwill and broadcast
  licenses, net.........................................   6,352,103                      6,352,103
Cable distributions fees, net...........................      97,596                         97,596
Long-term investments and notes receivable..............     145,265                        145,265
Inventories, net........................................     202,117                        202,117
Deferred income taxes...................................      72,704                         72,704
Deferred charges and other..............................      60,443          1,600          62,043
                                                          ----------      ---------      ----------
  Total assets..........................................  $8,266,957      $  (4,900)     $8,262,057
                                                          ==========      =========      ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts payable, accrued and other current
  liabilities...........................................  $  663,199      $              $  663,199
Program liabilities.....................................     275,996                        275,996
Deferred revenue........................................      65,802                         65,802
Current portion of long-term debt.......................      68,564                         68,564
                                                          ----------      ---------      ----------
  Total current liabilities.............................   1,073,561             --       1,073,561
Long-term debt..........................................     748,101        497,600         745,701
                                                                           (500,000)
Other long-term liabilities.............................      52,630                         52,630
Program liabilities.....................................     346,563                        346,563
Minority interest.......................................   3,589,338                      3,589,338
Stockholders' Equity:
Common stock............................................       1,240                          1,240
Common stock -- Class B.................................         312                            312
Additional paid-in capital..............................   2,533,708                      2,533,708
Accumulated Deficit.....................................     (77,560)        (2,500)        (80,060)
Unearned compensation...................................      (1,691)                        (1,691)
Unrealized gain in available for sale securities........       7,476                          7,476
Foreign currency translation............................      (1,723)                        (1,723)
Note receivable from key executive for common stock
  issuance..............................................      (4,998)                        (4,998)
                                                          ----------      ---------      ----------
  Total stockholders' equity............................   2,456,764         (2,500)      2,454,264
                                                          ----------      ---------      ----------
  Total liabilities and stockholders' equity............  $8,266,957      $  (4,900)     $8,262,057
                                                          ==========      =========      ==========

 
                                       F-4
   158
 
                               USA NETWORKS, INC.
         UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
                      NINE MONTHS ENDED SEPTEMBER 30, 1998
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 


                                                  UNIVERSAL        CITYSEARCH                            PRO FORMA      PRO FORMA
                                       USAI     TRANSACTION(B)   TRANSACTION(C)   SF BROADCASTING(D)    ADJUSTMENTS     COMBINED
                                       ----     --------------   --------------   ------------------    -----------     ---------
                                                                                                      
NET REVENUES:
  Networks and television
    production.....................   757,305         157,364               --                 --                        914,669
  Electronic retailing.............   776,418              --               --                 --                        776,418
  Ticketing operations.............   283,538              --               --                 --                        283,538
  Internet services................    14,467              --           11,317                                            25,784
  Broadcasting and other...........    35,289              --               --            (27,128)                         8,161
                                     --------   -------------    -------------      -------------      -------------    --------
    Total net revenues.............  1,867,017        157,364           11,317            (27,128)               --     2,008,570
                                     --------   -------------    -------------      -------------      -------------    --------
Operating costs and expenses:
  Cost of sales....................   533,190              --           10,491             (3,528)               --      540,153
  Program costs....................   412,541         100,478               --                 --           (12,795)(f)  500,224
  Other costs......................   597,328          32,994           28,107            (20,510)           (4,222)(g)  633,697
  Depreciation and amortization....   163,712           9,110               --             (5,374)           41,939(h)   209,387
                                     --------   -------------    -------------      -------------      -------------    --------
    Total operating costs and
      expenses.....................  1,706,771        142,582           38,598            (29,412)           24,922     1,883,461
                                     --------   -------------    -------------      -------------      -------------    --------
    Operating income...............   160,246          14,782          (27,281)             2,284           (24,922)     125,109
  Interest income (expense), net...   (82,897)            156              227              3,498            (1,546)(f)  (88,548)
                                                                                                             (7,986)(i)
  Miscellaneous....................    64,480          (1,039)              --             (9,247)               --       54,194
                                     --------   -------------    -------------      -------------      -------------    --------
Earnings before income taxes and
  minority interest................   141,829          13,899          (27,054)            (3,465)          (34,454)      90,755
Income tax (expense) benefit.......   (72,792)         (4,729)              --             10,123             3,937(j)   (60,468)
                                                                                                              2,993(k)
Minority interest..................   (42,996)             --               --             (2,740)          (12,770)(l)  (36,560)
                                                                                                              1,952(m)
                                                                                                             19,994(n)
                                     --------   -------------    -------------      -------------      -------------    --------
NET EARNINGS (LOSS)................    26,041           9,170          (27,054)             3,918           (18,348)      (6,273)
                                     ========   =============    =============      =============      =============    ========
Net earnings (loss) per common
  share
  Basic............................      0.19                                                                              (0.04)
                                     ========                                                                           ========
  Diluted..........................      0.14                                                                              (0.04)
                                     ========                                                                           ========
Weighted average shares
  outstanding......................   138,355                                                                            150,654(o)
                                     ========                                                                           ========
Weighted average diluted shares
  outstanding......................   280,242                                                                            150,654(o)
                                     ========                                                                           ========

 
                                       F-5
   159
 
                               USA NETWORKS, INC.
         UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1997
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)


                                                        UNIVERSAL      TICKETMASTER      CITYSEARCH
                                             USAI     TRANSACTION(P)    ADJUSTED(E)    TRANSACTION(C)   SF BROADCASTING(D)
                                             ----     --------------   ------------    --------------   ------------------
                                                                                         
NET REVENUES:
  Networks and television production.....        --     1,107,604                --               --                 --
  Electronic retailing...................  1,024,249           --                --               --                 --
  Ticketing operations...................   156,378            --           205,319               --                 --
  Internet services......................    12,811            --                --            6,184                 --
  Broadcasting and other.................    68,311            --                --               --            (52,934)
                                           --------      --------      -------------   -------------      -------------
    Total net revenues...................  1,261,749    1,107,604           205,319            6,184            (52,934)
                                           --------      --------      -------------   -------------      -------------
Operating costs and expenses:
  Cost of sales..........................   645,299            --            14,023            9,688             (6,394)
  Program costs..........................        --       700,874                --               --                 --
  Other costs............................   424,907       241,725           158,196           33,237            (34,998)
  Depreciation and amortization..........    97,024        54,881            15,394               --             (9,305)
                                           --------      --------      -------------   -------------      -------------
    Total operating costs and expenses...  1,167,230      997,480           187,613           42,925            (50,697)
                                           --------      --------      -------------   -------------      -------------
    Operating income.....................    94,519       110,124            17,706          (36,741)            (2,237)
  Interest income (expense), net.........   (26,266)          782            (5,770)             223              6,895
  Miscellaneous..........................   (11,752)      (13,337)             (416)              --                 --
                                           --------      --------      -------------   -------------      -------------
Earnings (loss) before income taxes and
  minority interest......................    56,501        97,569            11,520          (36,518)             4,658
Income tax (expense) benefit.............   (41,051)      (39,028)           (7,112)              (8)             1,517
Minority interest........................    (2,389)           --               305               --             (3,260)
                                           --------      --------      -------------   -------------      -------------
NET EARNINGS (LOSS)......................    13,061        58,541             4,713          (36,526)             2,915
                                           ========      ========      =============   =============      =============
Net earnings (loss) per common share
  Basic..................................      0.12
                                           ========
  Diluted................................      0.12
                                           ========
Weighted average shares outstanding......   104,780
                                           ========
Weighted average diluted shares
  outstanding............................   112,244
                                           ========
 

                                            PRO FORMA      PRO FORMA
                                           ADJUSTMENTS     COMBINED
                                           -----------     ---------
                                                     
NET REVENUES:
  Networks and television production.....                  1,107,604
  Electronic retailing...................                  1,024,249
  Ticketing operations...................                   361,697
  Internet services......................                    18,995
  Broadcasting and other.................                    15,377
                                            --------       --------
    Total net revenues...................         --       2,527,922
                                            --------       --------
Operating costs and expenses:
  Cost of sales..........................         --        662,616
  Program costs..........................    (48,195)(f)    652,679
  Other costs............................    (24,980)(g)    798,087
  Depreciation and amortization..........    119,629(h)     277,623
                                            --------       --------
    Total operating costs and expenses...     46,454       2,391,005
                                            --------       --------
    Operating income.....................    (46,454)       136,917
  Interest income (expense), net.........    (11,157)(f)   (111,991)
                                             (76,698)(i)
  Miscellaneous..........................         --        (25,505)
                                            --------       --------
Earnings (loss) before income taxes and
  minority interest......................   (134,309)          (579)
Income tax (expense) benefit.............     35,493(j)     (48,482)
                                               1,707(k)
Minority interest........................    (57,567)(l)    (28,382)
                                               2,389(m)
                                              32,140(n)
                                            --------       --------
NET EARNINGS (LOSS)......................   (120,147)       (77,443)
                                            ========       ========
Net earnings (loss) per common share
  Basic..................................                     (0.55)
                                                           ========
  Diluted................................                     (0.55)
                                                           ========
Weighted average shares outstanding......                   142,061(o)
                                                           ========
Weighted average diluted shares
  outstanding............................                   142,061(o)
                                                           ========

 
                                       F-6
   160
 
                                     HOLDCO
 
              UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 1998
                                 (IN THOUSANDS)
 


                                                                          PRO FORMA      PRO FORMA
                                                            HOLDCO     ADJUSTMENTS(A)     COMBINED
                                                            ------     --------------    ---------
                                                                       (IN THOUSANDS)
                                                                                
ASSETS:
Current Assets:
Cash and short-term investments.........................  $  125,245      $  (6,500)     $  118,745
Accounts and notes receivable, net......................     230,157                        230,157
Inventories, net........................................     437,797                        437,797
Other...................................................      40,896                         40,896
                                                          ----------      ---------      ----------
  Total current assets..................................     834,095         (6,500)        827,595
Property, plant and equipment, net......................     153,035                        153,035
Intangible assets including goodwill and broadcast
  licenses, net.........................................   5,243,669                      5,243,669
Cable distributions fees, net...........................      97,596                         97,596
Long-term investments and notes receivable..............     132,260                        132,260
Inventories, net........................................     197,929                        197,929
Advances to USAi and subsidiaries.......................     149,904                        149,904
Deferred charges and other..............................     107,941          1,600         109,541
                                                          ----------      ---------      ----------
  Total assets..........................................  $6,916,429      $  (4,900)     $6,911,529
                                                          ==========      =========      ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts payable, accrued and other current
  liabilities...........................................  $  393,406      $              $  393,406
Program liabilities.....................................     275,362                        275,362
Deferred revenue........................................      33,836                         33,836
Current portion of long-term debt.......................      60,341                         60,341
                                                          ----------      ---------      ----------
  Total current liabilities.............................     762,945             --         762,945
Long-term debt..........................................     704,266        497,600         701,866
                                                                           (500,000)
Other long-term liabilities.............................      24,134                         24,134
Program liabilities.....................................     346,251                        346,251
Minority interest.......................................   3,770,146                      3,770,146
Stockholders' Equity:
Common stock............................................   1,221,408                      1,221,408
Additional paid-in capital..............................      70,755                         70,755
Retained earnings.......................................      10,621         (2,500)          8,121
Unearned compensation...................................      (1,573)                        (1,573)
Unrealized gain in available for sale securities........       7,476                          7,476
                                                          ----------      ---------      ----------
  Total stockholders' equity............................   1,308,687         (2,500)      1,306,187
                                                          ----------      ---------      ----------
  Total liabilities and stockholders' equity............  $6,916,429      $  (4,900)     $6,911,529
                                                          ==========      =========      ==========

 
                                       F-7
   161
 
                                     HOLDCO
 
                          UNAUDITED PRO FORMA COMBINED
                       CONDENSED STATEMENT OF OPERATIONS
                      NINE MONTHS ENDED SEPTEMBER 30, 1998
                                 (IN THOUSANDS)
 


                                                        UNIVERSAL        PRO FORMA      PRO FORMA
                                         HOLDCO      TRANSACTION(B)     ADJUSTMENTS      COMBINED
                                       ----------    ---------------    -----------     ----------
                                                                            
NET REVENUES:
  Networks and television
     production......................     757,305         157,364                          914,669
  Electronic retailing...............     776,417              --                          776,417
  Internet services..................      14,467              --                           14,467
                                       ----------      ----------       ----------      ----------
     Total net revenues..............   1,548,189         157,364               --       1,705,553
                                       ----------      ----------       ----------      ----------
Operating costs and expenses:
  Cost of sales......................     482,030              --               --         482,030
  Program costs......................     408,948         100,478          (12,795)(f)     496,631
  Other costs........................     383,387          32,994           (4,222)(g)     412,159
  Depreciation and amortization......     125,952           9,110            4,659(h)      139,721
                                       ----------      ----------       ----------      ----------
     Total operating costs and
       expenses......................   1,400,317         142,582          (12,358)      1,530,541
                                       ----------      ----------       ----------      ----------
     Operating income................     147,872          14,782           12,358         175,012
  Interest income (expense), net.....     (65,648)            156           (1,546)(f)     (75,024)
                                                                            (7,986)(i)
  Miscellaneous......................     (16,273)         (1,039)                         (17,312)
                                       ----------      ----------       ----------      ----------
Earnings before income taxes and
  minority interest..................      65,951          13,899            2,826          82,676
Income tax (expense) benefit.........     (26,376)         (4,729)           3,937(j)      (27,168)
Minority interest....................     (42,768)             --          (12,770)(l)     (55,538)
                                       ----------      ----------       ----------      ----------
NET EARNINGS (LOSS)..................      (3,193)          9,170           (6,007)            (30)
                                       ==========      ==========       ==========      ==========

 
                                       F-8
   162
 
                                     HOLDCO
 
                          UNAUDITED PRO FORMA COMBINED
                       CONDENSED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1997
                                 (IN THOUSANDS)
 


                                                        UNIVERSAL       PRO FORMA      PRO FORMA
                                          HOLDCO     TRANSACTION(P)    ADJUSTMENTS      COMBINED
                                        ----------   ---------------   -----------     ----------
                                                                           
NET REVENUES:
  Networks and television
     production.......................         --       1,107,604              --       1,107,604
  Electronic retailing................  1,024,249              --              --       1,024,249
  Internet services...................     12,811              --                          12,811
                                        ----------     ----------      ----------      ----------
     Total net revenues...............  1,037,060       1,107,604              --       2,144,664
                                        ----------     ----------      ----------      ----------
Operating costs and expenses:
  Cost of sales.......................    614,799              --              --         614,799
  Program costs.......................         --         700,874         (48,195)(f)     652,679
  Other costs.........................    295,967         241,725         (24,980)(g)     512,712
  Depreciation and amortization.......     65,152          54,881          60,480(h)      180,513
                                        ----------     ----------      ----------      ----------
     Total operating costs and
       expenses.......................    975,918         997,480         (12,695)      1,960,703
                                        ----------     ----------      ----------      ----------
     Operating income.................     61,142         110,124          12,695         183,961
  Interest income (expense), net......     (8,044)            782         (11,157)(f)     (95,117)
                                                                          (76,698)(i)
  Miscellaneous.......................    (11,799)        (13,337)             --         (25,136)
                                        ----------     ----------      ----------      ----------
Earnings before income taxes and
  minority interest...................     41,299          97,569         (75,160)         63,708
Income tax (expense) benefit..........    (27,490)        (39,028)         35,493(j)      (31,025)
Minority interest.....................         --              --         (60,561)(l)     (60,561)
                                        ----------     ----------      ----------      ----------
NET EARNINGS (LOSS)...................     13,809          58,541        (100,228)        (27,878)
                                        ==========     ==========      ==========      ==========

 
                                       F-9
   163
 
                                   USANi LLC
 
              UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                            AS OF SEPTEMBER 30, 1998
                                 (IN THOUSANDS)
 


                                                                          PRO FORMA      PRO FORMA
                                                          USANi LLC    ADJUSTMENTS (A)    COMBINED
                                                          ---------    ---------------   ---------
                                                                       (IN THOUSANDS)
                                                                                
ASSETS:
Current Assets:
Cash and short-term investments.........................  $  125,245      $  (6,500)     $  118,745
Accounts and notes receivable, net......................     230,157                        230,157
Inventories, net........................................     437,797                        437,797
Other...................................................      40,896                         40,896
                                                          ----------      ---------      ----------
  Total current assets..................................     834,095         (6,500)        827,595
Property, plant and equipment, net......................     153,035                        153,035
Intangible assets including goodwill and broadcast
  licenses, net.........................................   5,243,669                      5,243,669
Cable distributions fees, net...........................      97,596                         97,596
Long-term investments and notes receivable..............     137,673                        137,673
Inventories, net........................................     197,929                        197,929
Advances to USAi and subsidiaries.......................     135,605                        135,605
Deferred charges and other..............................     107,941          1,600         109,541
                                                          ----------      ---------      ----------
  Total assets..........................................  $6,907,543      $  (4,900)     $6,902,643
                                                          ==========      =========      ==========
LIABILITIES AND MEMBERS' EQUITY:
Current Liabilities:
Accounts payable, accrued and other current
  liabilities...........................................  $  374,494      $              $  374,494
Program liabilities.....................................     275,362                        275,362
Deferred revenue........................................      33,836                         33,836
Current portion of long-term debt.......................      60,341                         60,341
                                                          ----------      ---------      ----------
  Total current liabilities.............................     744,033             --         744,033
Long-term debt..........................................     704,266        497,600         701,866
                                                                           (500,000)
Other long-term liabilities.............................      19,983                         19,983
Program liabilities.....................................     346,251                        346,251
Members' Equity:
Class A.................................................   1,765,272                      1,765,272
Class B.................................................   2,771,474                      2,771,474
Class C.................................................     466,252                        466,252
Retained earnings.......................................      78,696         (2,500)         76,196
Unrealized gain in available for sale securities........      12,889                         12,889
Unearned compensation...................................      (1,573)                        (1,573)
                                                          ----------      ---------      ----------
  Total members' equity.................................   5,093,010         (2,500)      5,090,510
                                                          ----------      ---------      ----------
  Total liabilities and members' equity.................  $6,907,543      $  (4,900)     $6,902,643
                                                          ==========      =========      ==========

 
                                      F-10
   164
 
                                   USANi LLC
 
                          UNAUDITED PRO FORMA COMBINED
                       CONDENSED STATEMENT OF OPERATIONS
                      NINE MONTHS ENDED SEPTEMBER 30, 1998
                                 (IN THOUSANDS)
 


                                                        UNIVERSAL       PRO FORMA      PRO FORMA
                                        USANi LLC    TRANSACTION(B)    ADJUSTMENTS      COMBINED
                                        ----------   ---------------   -----------     ----------
                                                                           
NET REVENUES:
  Networks and television
     production.......................    757,305         157,364                         914,669
  Electronic retailing................    776,417              --                         776,417
  Internet services...................     14,467              --                          14,467
                                        ----------     ----------      ----------      ----------
     Total net revenues...............  1,548,189         157,364              --       1,705,553
                                        ----------     ----------      ----------      ----------
Operating costs and expenses:
  Cost of sales.......................    482,030              --              --         482,030
  Program costs.......................    408,948         100,478         (12,795)(f)     496,631
  Other costs.........................    383,387          32,994          (4,222)(g)     412,159
  Depreciation and amortization.......    125,952           9,110           4,659(h)      139,721
                                        ----------     ----------      ----------      ----------
     Total operating costs and
       expenses.......................  1,400,317         142,582         (12,358)      1,530,541
                                        ----------     ----------      ----------      ----------
     Operating income.................    147,872          14,782          12,358         175,012
  Interest income (expense), net......    (64,767)            156          (1,546)(f)     (74,143)
                                                                           (7,986)(i)
  Miscellaneous.......................    (16,273)         (1,039)             --         (17,312)
                                        ----------     ----------      ----------      ----------
Earnings before income taxes..........     66,832          13,899           2,826          83,557
Income tax (expense) benefit..........     (4,646)         (4,729)          4,201(j)       (5,174)
                                        ----------     ----------      ----------      ----------
NET EARNINGS..........................     62,186           9,170           7,027          78,383
                                        ==========     ==========      ==========      ==========

 
                                      F-11
   165
 
                                   USANi LLC
 
                          UNAUDITED PRO FORMA COMBINED
                       CONDENSED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1997
                                 (IN THOUSANDS)
 


                                          USANi LLC
                                        (PREDECESSOR       UNIVERSAL       PRO FORMA      PRO FORMA
                                          COMPANY)      TRANSACTION(P)    ADJUSTMENTS      COMBINED
                                        -------------   ---------------   -----------     ----------
                                                                              
NET REVENUES:
  Networks and television
     production.......................           --        1,107,604              --       1,107,604
  Electronic retailing................    1,024,249               --                       1,024,249
  Internet services...................       12,811               --                          12,811
                                         ----------       ----------      ----------      ----------
     Total net revenues...............    1,037,060        1,107,604              --       2,144,664
                                         ----------       ----------      ----------      ----------
Operating costs and expenses:
  Cost of sales.......................      614,799               --              --         614,799
  Program costs.......................           --          700,874         (48,195)(f)     652,679
  Other costs.........................      295,967          241,725         (24,980)(g)     512,712
  Depreciation and amortization.......       65,152           54,881          60,480(h)      180,513
                                         ----------       ----------      ----------      ----------
     Total operating costs and
       expenses.......................      975,918          997,480         (12,695)      1,960,703
                                         ----------       ----------      ----------      ----------
     Operating income.................       61,142          110,124          12,695         183,961
  Interest income (expense), net......       (2,780)             782         (11,157)(f)     (89,853)
                                                                             (76,698)(i)
  Miscellaneous.......................      (11,799)         (13,337)             --         (25,136)
                                         ----------       ----------      ----------      ----------
Earnings before income taxes..........       46,563           97,569         (75,160)         68,972
Income tax (expense) benefit..........      (30,308)         (39,028)         35,704(j)       (3,324)
                                                                              30,308(q)
                                         ----------       ----------      ----------      ----------
NET EARNINGS..........................       16,255           58,541          (9,148)         65,648
                                         ==========       ==========      ==========      ==========

 
                                      F-12
   166
 
                               USA NETWORKS, INC.
 
                     NOTES TO UNAUDITED PRO FORMA COMBINED
                         CONDENSED FINANCIAL STATEMENTS
                       (IN THOUSANDS, EXCEPT SHARE DATA)
 
(a)  Reflects the net proceeds from the Notes Offering of $493.5 million
     (including costs of the Notes Offering), which in conjunction with
     available cash was used to repay $500.0 million of the Tranche A Term Loan.
     In connection with the repayment, $2.5 million of deferred costs were
     written off.
 
(b)  Reflects the results of operations for the applicable period for Networks
     and Studios USA, which were acquired in the Universal Transaction on
     February 12, 1998.
 
(c)  Reflects the results of operations of CitySearch, the assets of which were
     acquired on September 28, 1998.
 
(d)  Reflects the results of operations of SF Broadcasting, a subsidiary of
     USAi, the assets of which were sold on July 16, 1998.
 
(e)  Reflects the pro forma adjustments to USAi's historical results of
     operations necessary to reflect a full year of pro forma operations of
     Ticketmaster. The historical results include Ticketmaster operations since
     the date of USAi's acquisition of a controlling interest in July 1997. See
     separate Ticketmaster Group, Inc. Unaudited Pro Forma Adjusted Combined
     Condensed Statement of Operations for the year ended January 31, 1998 and
     the notes thereto included herein.
 
(f)  Universal - Reflects adjustments to programming cost for fair value
     adjustments and the effects of imputed interest related to long term
     program commitments.
 
(g)  Universal - Represents certain corporate overhead allocated from Universal
     to Networks and Studios USA which are no longer being charged.
 
(h)  Universal, Ticketmaster, CitySearch - Reflects additional amortization
     expense resulting from the increase in intangible assets. The unallocated
     excess of acquisition costs over net assets acquired has been preliminarily
     allocated to goodwill, which is being amortized from 5 to 40 years. Shorter
     lives were assigned to Internet related businesses (Ticketmaster Online and
     CitySearch). In connection with finalizing the purchase price allocation,
     USAi, Holdco and USANi LLC, where applicable, are currently evaluating the
     fair value of assets acquired and liabilities assumed, specifically
     including television program rights, commitments to produce or purchase
     television programming, contractual commitments to provide ticketing
     services and other contractual commitments. Using this information, USAi,
     Holdco and USANi LLC, where applicable, will make a final allocation of the
     excess purchase price, including allocation to the intangibles other than
     goodwill. Accordingly, the purchase accounting information is preliminary.
 
     The following table summarizes the preliminary goodwill resulting from the
     three acquisitions.
 


                                                       UNIVERSAL    TICKETMASTER   CITYSEARCH
                                                      TRANSACTION      MERGER        MERGER
                                                      -----------   ------------   ----------
                                                                      (000S)
                                                                          
Purchase price, including cash consideration and
  stock, and transaction costs......................  $4,115,531       425,005       163,162
Net assets acquired.................................     (42,189)      (42,695)        2,517
                                                      ----------      --------      --------
Unallocated excess of acquisition cost over net
  assets acquired...................................  $4,157,720      $467,700      $160,645
                                                      ==========      ========      ========

 
(i)  Universal, Notes Offering and the Exchange Offer - Reflects the incremental
     interest expense at an average blended rate of 7.2% resulting from the net
     increase in borrowings incurred in connection with the Notes Offering, the
     Exchange Offer and Universal Transaction. The 7.2%
 
                                      F-13
   167
                               USA NETWORKS, INC.
 
                     NOTES TO UNAUDITED PRO FORMA COMBINED
                 CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
 
     represents the estimated average interest rate USAi incurred under the
     Notes and the new credit agreement used to finance the cash portion of the
     Universal Transaction.
 
     Note that the adjustment reflects interest savings on assumed debt
     reduction of $206 million at an interest rate of 7.2% as a result of the
     exercise of Universal's mandatory preemptive right related to the shares
     issued in the Ticketmaster Merger.
 
     An interest rate variance of  1/8% would cause a corresponding change in
     interest expense of $0.2 million and $1.3 million for the nine months ended
     September 30, 1998 and the year ended December 31, 1997, respectively.
 
(j)  Reflects the income tax effect of the pro forma adjustments, excluding
     permanent differences between book amounts and tax amounts, utilizing a
     statutory federal rate of 35% and an estimated state and local tax rate.
 
(k)  Represents income tax benefit of the CitySearch Merger, as taxable income
     of Ticketmaster Online is offset by tax losses of CitySearch.
 
(l)  Reflects net adjustment to record Universal's and Liberty's minority
     interest in the pro forma pre-tax results of operations of USANi LLC.
 
(m) Reflects the elimination of Ticketmaster minority interest recorded in the
    historical USAi operations.
 
(n)  Reflects net adjustment to minority interest in the pro forma after-tax
     results of TMCS.
 
(o)  For the nine months ended September 30, 1998, basic pro forma net earnings
     (loss) per common share adjusts the 138,355,000 USAi historical basic
     weighted average shares by 2,085,000 shares, which reflects the incremental
     impact of the shares issued in connection with the Universal Transaction
     and 10,214,000 shares, which reflects the incremental impact of shares
     issued in the Ticketmaster Merger (excluding shares issuable (i) to USAi,
     (ii) upon exercise of Ticketmaster Options, and (iii) upon exercise of
     Universal's and Liberty's preemptive rights). For the year ended December
     31, 1997, basic pro forma net earnings (loss) per common share adjusts the
     104,780,000 USAi historical weighted average shares by 7,814,000 shares,
     which reflects the incremental impact of the shares issued in connection
     with USAi's July 1997 investment in Ticketmaster, 15,967,000 shares issued
     in connection with the Ticketmaster Merger, and 13,500,000 shares issued in
     connection with the Universal Transaction, as if the respective shares were
     outstanding for the entire period.
 
     Note that on a pro forma basis all Common Stock equivalents are
     anti-dilutive.
 
(p)  Reflects the results of operations for the applicable period for Networks
     and Studios USA, which were acquired in the Universal Transaction on
     February 12, 1998. See separate Universal Transaction Unaudited Pro Forma
     Adjusted Combined Condensed Statement of Operations and notes thereto
     contained in the USAi Form 8-K dated May 19, 1998.
 
(q)  Represents elimination of USANi LLC's predecessor company income tax
     expense to reflect the limited liability company structure.
 
                                      F-14
   168
 
                            TICKETMASTER GROUP, INC.
 
                     UNAUDITED PRO FORMA ADJUSTED COMBINED
                       CONDENSED STATEMENT OF OPERATIONS
                          YEAR ENDED JANUARY 31, 1998
                                 (IN THOUSANDS)
 


                                                                TICKETMASTER   TICKETMASTER      USAI
                                    TICKETMASTER    ACQUIRED     PRO FORMA      PRO FORMA      PRO FORMA     TICKETMASTER
                                     HISTORICAL    BUSINESSES   ADJUSTMENTS      COMBINED     ADJUSTMENTS      ADJUSTED
                                    ------------   ----------   ------------   ------------   -----------    ------------
                                                                                           
REVENUES:
  Ticketing operations............    $295,419      $20,796       $   (79)(1)    $316,136      $(156,378)(5)   $159,758
  Concession control systems......      30,036                                     30,036                        30,036
  Publications....................      13,067                                     13,067                        13,067
  Merchandising...................       2,458                                      2,458                         2,458
                                      --------      -------       -------        --------      ---------       --------
                                       340,980       20,796           (79)        361,697       (156,378)       205,319
                                      --------      -------       -------        --------      ---------       --------
Operating costs, expenses and
  other items:
  Cost of sales...................     185,907       10,839           (79)(1)     196,667       (182,644)(5)     14,023
  Other costs.....................     101,075        5,434                       106,509         51,687(5)     158,196
  Depreciation and amortization...      24,473          984           924(2)       26,381        (10,987)(5)     15,394
                                      --------      -------       -------        --------      ---------       --------
                                       311,455       17,257           845         329,557       (141,944)       187,613
                                      --------      -------       -------        --------      ---------       --------
  Operating profit................      29,525        3,539          (924)         32,140        (14,434)        17,706
  Interest income (expense),
     net..........................      (9,560)          45          (690)(3)     (10,205)         4,435(5)      (5,770)
  Other expenses, net.............          --           --            --              --           (416)(5)       (416)
                                      --------      -------       -------        --------      ---------       --------
Income (loss) before income taxes
  and minority interest...........      19,965        3,584        (1,614)         21,935        (10,415)        11,520
Income tax (expense) benefit......     (11,883)        (484)         (291)(4)     (12,658)         5,546(5)      (7,112)
Minority interest.................          65          240                           305                           305
                                      --------      -------       -------        --------      ---------       --------
NET EARNINGS......................    $  8,147      $ 3,340       $(1,905)       $  9,582      $  (4,869)      $  4,713
                                      ========      =======       =======        ========      =========       ========

 
                                                   (See notes on following page)
 
                                      F-15
   169
 
                            TICKETMASTER GROUP, INC.
 
                     NOTES TO UNAUDITED PRO FORMA ADJUSTED
                    COMBINED CONDENSED FINANCIAL STATEMENTS
 
(1) Represents the elimination of license fees paid by Canada to Ticketmaster
    during the year.
 
(2) Represents amortization arising from the purchased user agreements and
    excess purchase price paid for the net assets of a joint venture partner's
    50% equity interest in Ticketmaster-Northwest and Synchro Systems Limited,
    joint venture partners' 67% equity interest in Ticketmaster-Southeast and a
    licensee's 100% equity interest in the Canadian licensee. The purchased user
    agreements are being amortized using a discounted cash flow method through
    the expiration date of the underlying contracts, generally ranging from 3 to
    10 years. The cost in excess of net assets acquired is being amortized over
    a 30-year period.
 
(3) Represents the interest expense resulting from additional borrowings under
    Ticketmaster's credit agreement incurred by Ticketmaster as if the
    acquisitions had taken place on February 1, 1997, at rates of interest
    incurred by Ticketmaster during the year, approximately 7.0%.
 
(4) Represents the related income tax effect of the pro forma adjustments
    utilizing a statutory federal rate of 35% and a statutory rate for state and
    foreign taxes based on the rate in the applicable jurisdiction.
 
(5) Represents elimination of amounts reflected in USAi 1997 historical results
    of operations and certain reclassifications to conform to USAi presentation.
    USAi acquired a controlling interest in Ticketmaster in July 1997.
 
                                      F-16
   170
 
                         REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
USA Networks, Inc.
 
We have audited the accompanying consolidated balance sheets of USA Networks,
Inc. (formerly HSN, Inc.) as of December 31, 1997 and 1996, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years then ended. Our audits also included the financial statement schedule
listed in the Index at Item 21(b). These financial statements and the financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and the
financial statement schedule based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of USA
Networks, Inc. at December 31, 1997 and 1996, and the consolidated results of
its operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
 
                                                           /s/ ERNST & YOUNG LLP
 
New York, New York
March 13, 1998 except for note W, as to which
the date is January 11, 1999
 
                                      F-17
   171
 
INDEPENDENT AUDITORS' REPORT
 
The Board of Directors and Stockholders
USA Networks, Inc.
 
We have audited the accompanying consolidated statements of operations,
stockholders' equity and cash flows of USA Networks, Inc. (formerly HSN, Inc.
and Silver King Communications, Inc.) and subsidiaries for the period September
1, 1995 through December 31, 1995 and for the year ended August 31, 1995. Our
audits also included the financial statement schedule listed in the Index at
Item 21(b). These financial statements and the financial statement schedule are
the responsibility of the Company's management. Our responsibility is to express
an opinion on the financial statements and the financial statement schedule
based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such consolidated financial statements present fairly, in all
material respects, the results of operations of USA Networks, Inc. and
subsidiaries and their cash flows for the period September 1, 1995 through
December 31, 1995, and for the year ended August 31, 1995 in conformity with
generally accepted accounting principles. Also, in our opinion, such financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
 
/s/ DELOITTE & TOUCHE LLP
 
Tampa, Florida
July 2, 1996
 
                                      F-18
   172
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 


- --------------------------------------------------------------------------------------------------
                                                   YEARS ENDED          FOUR MONTHS
                                                   DECEMBER 31,            ENDED        YEAR ENDED
                                              ----------------------    DECEMBER 31,    AUGUST 31,
                                                 1997         1996          1995           1995
- --------------------------------------------------------------------------------------------------
                                                     (In thousands, except per share data)
                                                                            
NET REVENUES
  Home Shopping.............................  $1,037,060    $ 30,588      $    --        $    --
  Ticketmaster..............................     156,378          --           --             --
  Broadcasting..............................      54,138      43,359       15,061         44,563
  Other.....................................      14,173       1,225          919          3,355
                                              ----------    --------      -------        -------
          Total net revenues................   1,261,749      75,172       15,980         47,918
                                              ----------    --------      -------        -------
Operating costs and expenses:
  Cost of sales.............................     645,299      20,974          193            614
  Selling and marketing.....................     217,358       4,951           --             --
  General and administrative................     129,700      28,254        9,163         24,394
  Depreciation and amortization.............      97,024      15,486        4,701         14,674
  Engineering and programming...............      77,849       1,812           --             --
  Other.....................................          --          83        2,603             --
                                              ----------    --------      -------        -------
          Total operating costs and
            expenses........................   1,167,230      71,560       16,660         39,682
                                              ----------    --------      -------        -------
          Operating profit (loss)...........      94,519       3,612         (680)         8,236
Other income (expense):
  Interest income...........................       5,313       3,238          888          3,410
  Interest expense..........................     (31,579)    (11,841)      (3,463)       (10,963)
  Miscellaneous.............................     (11,752)         44           --            570
                                              ----------    --------      -------        -------
                                                 (38,018)     (8,559)      (2,575)        (6,983)
                                              ----------    --------      -------        -------
Earnings (loss) before income taxes and
  minority interest.........................      56,501      (4,947)      (3,255)         1,253
Income tax (expense) benefit................     (41,051)     (1,872)         373         (1,138)
Minority interest...........................      (2,389)        280           --             --
                                              ----------    --------      -------        -------
          NET EARNINGS (LOSS)...............  $   13,061    $ (6,539)     $(2,882)       $   115
                                              ==========    ========      =======        =======
Basic earnings (loss) per common share......  $      .12    $   (.30)     $  (.15)       $   .01
                                              ==========    ========      =======        =======
Diluted earnings (loss) per common share....  $      .12    $   (.30)     $  (.15)       $   .01
                                              ==========    ========      =======        =======

 
The accompanying Notes to Consolidated Financial Statements are an integral part
                              of these statements.
 
                                      F-19
   173
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS


- ----------------------------------------------------------------------------------------
                                                                     DECEMBER 31,
                                                              --------------------------
                                                                 1997            1996
                                                                        
- ----------------------------------------------------------------------------------------
 

                                                                    (In thousands)
                                                                        
ASSETS
CURRENT ASSETS
Cash and cash equivalents...................................  $  116,036      $   42,606
Accounts and notes receivable (net of an allowance for
  doubtful accounts of $3,588 and $2,679, respectively).....      96,867          56,832
Inventories, net............................................     151,100         100,527
Deferred income taxes.......................................      39,956          40,842
Other current assets, net...................................      16,723           7,791
                                                              ----------      ----------
          Total current assets..............................     420,682         248,598
PROPERTY, PLANT AND EQUIPMENT
Computer and broadcast equipment............................     145,701          95,472
Buildings and leasehold improvements........................      83,851          63,739
Furniture and other equipment...............................      39,498          20,414
                                                              ----------      ----------
                                                                 269,050         179,625
          Less accumulated depreciation and amortization....     120,793          73,959
                                                              ----------      ----------
                                                                 148,257         105,666
Land........................................................      16,602          14,944
Projects in progress........................................      15,262           1,365
                                                              ----------      ----------
                                                                 180,121         121,975
OTHER ASSETS
Intangible assets, net......................................   1,862,128       1,545,947
Cable distribution fees, net ($46,459, and $40,892 to
  related parties, respectively)............................     111,292         113,594
Long-term investments and notes receivable ($8,353 and
  $7,220 in related parties, respectively)..................      59,780          47,862
Deferred income taxes.......................................       3,541           1,926
Deferred charges and other, net.............................      33,252          36,330
                                                              ----------      ----------
                                                               2,069,993       1,745,659
                                                              ----------      ----------
                                                              $2,670,796      $2,116,232
                                                              ==========      ==========

 
The accompanying Notes to Consolidated Financial Statements are an integral part
                              of these statements.
 
                                      F-20
   174
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
                   CONSOLIDATED BALANCE SHEETS -- (CONTINUED)


- ----------------------------------------------------------------------------------------
                                                                     DECEMBER 31,
                                                              --------------------------
                                                                 1997            1996
                                                                        
- ----------------------------------------------------------------------------------------
 

                                                                    (In thousands)
                                                                        
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term obligations.................  $   12,918      $   42,906
Accounts payable............................................     185,101          95,421
Programming fees ($19,091 and $9,051 to related parties,
  respectively).............................................      43,553          40,717
Other accrued liabilities...................................     118,169          93,998
                                                              ----------      ----------
          Total current liabilities.........................     359,741         273,042
LONG-TERM OBLIGATIONS (net of current maturities)...........     448,346         271,430
OTHER LONG-TERM LIABILITIES, net............................      43,132          56,875
MINORITY INTEREST...........................................     372,223         356,136
COMMITMENTS AND CONTINGENCIES...............................          --              --
STOCKHOLDERS' EQUITY
Preferred stock -- $.01 par value; authorized 15,000,000
  shares; no shares issued or outstanding...................          --              --
Common stock -- $.01 par value; authorized 800,000,000
  shares; issued and outstanding 87,430,586 and 71,985,806
  shares, respectively......................................         874             720
Class B -- convertible common stock -- $.01 par value;
  authorized, 200,000,000 shares; issued and outstanding,
  24,455,294 and 20,450,112 shares, respectively............         244             204
Additional paid-in capital..................................   1,558,037       1,284,815
Accumulated deficit.........................................    (103,601)       (116,662)
Unearned compensation.......................................      (3,202)         (5,330)
Note receivable from key executive for common stock
  issuance..................................................      (4,998)         (4,998)
                                                              ----------      ----------
                                                               1,447,354       1,158,749
                                                              ----------      ----------
                                                              $2,670,796      $2,116,232
                                                              ==========      ==========

 
The accompanying Notes to Consolidated Financial Statements are an integral part
                              of these statements.
 
                                      F-21
   175
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 


- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                             NOTE
                                                                                                          RECEIVABLE
                                                                                                           FROM KEY
                                                                                                          EXECUTIVE
                                                    CLASS B                                                  FOR
                                                  CONVERTIBLE   ADDITIONAL                                  COMMON
                                         COMMON     COMMON       PAID-IN     ACCUMULATED     UNEARNED       STOCK
                                         STOCK       STOCK       CAPITAL       DEFICIT     COMPENSATION    ISSUANCE      TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                              (In thousands)
                                                                                                  
BALANCE AT AUGUST 31, 1994.............   $130       $ 48       $ 109,792     $(107,356)     $    --       $    --     $    2,614
Issuance of common stock upon exercise
 of stock options......................     --         --             180            --           --            --            180
Unearned compensation related to grant
 of stock options to key executive.....     --         --           3,973            --       (3,973)           --             --
Amortization of unearned compensation
 related to grant of stock options to
 key executive.........................     --         --              --            --           20            --             20
Income tax benefit related to stock
 options exercised.....................     --         --             421            --           --            --            421
Issuance of common stock to key
 executive.............................      8         --           9,992            --           --        (4,998)         5,002
Value of common stock in excess of key
 executive's purchase price............     --         --             926            --           --            --            926
Net earnings for year ended August 31,
 1995..................................     --         --              --           115           --            --            115
                                          ----       ----       ----------    ---------      -------       -------     ----------
BALANCE AT AUGUST 31, 1995.............    138         48         125,284      (107,241)      (3,953)       (4,998)         9,278
Issuance of common stock upon exercise
 of stock options......................      2         --             186            --           --            --            188
Amortization of unearned compensation
 related to grant of stock options to
 key executive.........................     --         --              --            --          332            --            332
Income tax benefit related to stock
 options exercised.....................     --         --             555            --           --            --            555
Net loss for four month period ended
 December 31, 1995.....................     --         --              --        (2,882)          --            --         (2,882)
                                          ----       ----       ----------    ---------      -------       -------     ----------
BALANCE AT DECEMBER 31, 1995...........    140         48         126,025      (110,123)      (3,621)       (4,998)         7,471
Issuance of common stock upon exercise
 of stock options......................      2         --           1,154            --           --            --          1,156
Amortization of unearned compensation
 related to grant of stock options to
 key executive.........................     --         --              --            --        1,028            --          1,028
Income tax benefit related to stock
 options exercised.....................     --         --             841            --           --            --            841
Issuance of common stock related to the
 Home Shopping Merger..................    494        156       1,044,162            --           --            --      1,044,812
Issuance of common stock related to the
 Savoy Merger..........................     84         --         112,633            --           --            --        112,717
Unearned compensation related to
 employee equity participation plan....     --         --              --            --       (2,737)           --         (2,737)
Net loss for year ended December 31,
 1996..................................     --         --              --        (6,539)          --            --         (6,539)
                                          ----       ----       ----------    ---------      -------       -------     ----------
BALANCE AT DECEMBER 31, 1996...........    720        204       1,284,815      (116,662)      (5,330)       (4,998)     1,158,749
Issuance of common stock upon exercise
 of stock options......................     10         --           7,217            --           --            --          7,227
Income tax benefit related to stock
 options exercised.....................     --         --           3,372            --           --            --          3,372
Issuance of stock in connection with
 Ticketmaster Transaction..............    144         40         262,633            --           --            --        262,817
Amortization of unearned compensation
 related to grant of stock options to
 key executive.........................     --         --              --            --          995            --            995
Expense related to executive stock
 award program and stock options.......     --         --              --            --          113            --            113
Expense related to employee equity
 participation plan....................     --         --              --            --        1,020            --          1,020
Net earnings for year ended December
 31, 1997..............................     --         --              --        13,061           --            --         13,061
                                          ----       ----       ----------    ---------      -------       -------     ----------
BALANCE AT DECEMBER 31, 1997...........   $874       $244       $1,558,037    $(103,601)     $(3,202)      $(4,998)    $1,447,354
                                          ====       ====       ==========    =========      =======       =======     ==========

 
The accompanying Notes to Consolidated Financial Statements are an integral part
                              of these statements.
 
                                      F-22
   176
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENTS OF CASH FLOW


- --------------------------------------------------------------------------------------------------------------
                                                                  YEARS ENDED       FOUR MONTHS
                                                                 DECEMBER 31,          ENDED       YEAR ENDED
                                                              -------------------   DECEMBER 31,   AUGUST 31,
                                                                1997       1996         1995          1995
                                                                                       
- --------------------------------------------------------------------------------------------------------------
 

                                                                               (In thousands)
                                                                                       
Cash flows from operating activities:
  Net earnings (loss).......................................  $ 13,061   $ (6,539)    $(2,882)      $    115
  Adjustments to reconcile net earnings (loss) to net cash
    provided by operating activities:
    Depreciation and amortization...........................    77,679     18,672       4,701         14,674
    Deferred income taxes...................................    22,474        418        (710)           219
    Amortization of cable distribution fees.................    19,261         --          --             --
    Equity in losses of unconsolidated affiliates...........    12,007        367          --             --
    Non-cash interest expense...............................     4,218         --         288            820
    Inventory carrying adjustment...........................    (8,059)      (420)         --             --
    Amortization of unearned compensation...................     2,128      1,028         332             20
    Provision for losses on accounts and notes receivable...        96         23          51            179
    (Gain) loss on retirement or sale of fixed assets.......       (60)       (34)        603           (111)
    Minority interest.......................................     2,389       (280)         --             --
    Non-cash compensation to key executive..................        --         --          --            926
    Changes in current assets and liabilities:
      (Increase) decrease in accounts receivable............    (7,107)       511        (841)            (2)
      (Increase) decrease in inventories....................   (37,443)     9,949          --             --
      (Increase) decrease in other current assets...........       988      1,332        (229)          (397)
      Decrease in accounts payable..........................    (7,371)   (11,910)         --             --
      Increase (decrease) in accrued liabilities............   (35,859)    (1,149)      1,269            999
    Increase in cable distribution fees.....................   (16,912)        --          --             --
    Decrease in deferred charges and other..................     6,183         --          --             --
                                                              --------   --------     -------       --------
        NET CASH PROVIDED BY OPERATING ACTIVITIES...........    47,673     11,968       2,582         17,442
                                                              --------   --------     -------       --------
Cash flows from investing activities:
  Capital expenditures......................................   (45,869)    (1,143)       (163)        (1,703)
  Increase in long-term investments and notes receivable
    ........................................................   (39,844)    (8,369)       (653)        (2,855)
  Capital contributions received............................     9,000         --          --             --
  Proceeds from long-term notes receivable..................     6,048      4,086         999          2,868
  Proceeds from sale of fixed assets........................     2,354      2,345          66            254
  (Increase) decrease in other non-current assets...........        --      2,089          --           (260)
  Payment for acquisitions, net of cash acquired............    (7,633)        --          --             --
  Payment of merger costs...................................    (6,349)    (1,630)         --             --
                                                              --------   --------     -------       --------
        NET CASH PROVIDED BY (USED IN) INVESTING
          ACTIVITIES........................................   (82,293)    (2,622)        249         (1,696)
                                                              --------   --------     -------       --------
Cash flows from financing activities:
  Principal payments on long-term obligations...............  (385,329)   (39,763)     (6,089)       (10,475)
  Proceeds from issuance of common stock....................     7,227      1,156         188          5,182
  Payment of capitalized bank fees..........................        --         --          --           (283)
  Proceeds from debt refinancing............................   393,949         --          --             --
  Distribution to minority shareholders.....................     2,540         --          --             --
  Cash acquired in merger...................................    89,663     52,727          --             --
                                                              --------   --------     -------       --------
        NET CASH PROVIDED BY (USED IN) FINANCING
          ACTIVITIES........................................   108,050     14,120      (5,901)        (5,576)
                                                              --------   --------     -------       --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........    73,430     23,466      (3,070)        10,170
Cash and cash equivalents at beginning of period............    42,606     19,140      22,210         12,040
                                                              --------   --------     -------       --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................  $116,036   $ 42,606     $19,140       $ 22,210
                                                              ========   ========     =======       ========

 
The accompanying Notes to Consolidated Financial Statements are an integral part
                              of these statements.
 
                                      F-23
   177
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE A -- ORGANIZATION
 
USA Networks, Inc., formerly HSN, Inc. and prior to that Silver King
Communications, Inc. (the "Company" or "USAi") is a holding company, the
subsidiaries of which are engaged in diversified media and electronic commerce
businesses. As of December 31, 1997, the Company's principal businesses were
electronic retailing, ticketing operations and television broadcasting. The
consolidated financial statements include the operations of Ticketmaster Group,
Inc. and subsidiaries ("Ticketmaster"), Savoy Pictures Entertainment, Inc. and
subsidiaries ("Savoy") and Home Shopping Network, Inc. and subsidiaries ("Home
Shopping") from the dates of their acquisitions, as discussed in Note C.
 
On February 12, 1998, the Company acquired certain assets from Universal
Studios, Inc. (the "Universal Transaction"), increased its authorized common
stock and Class B common stock and changed its name to USA Networks, Inc. See
Note V.
 
On February 20, 1998, the Company declared and on March 26, 1998, paid, a
two-for-one stock dividend as discussed in Note V. All share data and earnings
per share amounts presented have been adjusted to reflect this dividend.
 
NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
CONSOLIDATION
 
The consolidated financial statements include the accounts of the Company and
all wholly-owned and majority owned subsidiaries. All significant intercompany
transactions and accounts have been eliminated.
 
Investments in which the Company owns a 20%, but not in excess of 50%, interest
and where it can exercise significant influence over the operations of the
investee, are accounted for using the equity method. All other investments are
accounted for using the cost method. The Company periodically evaluates the
recoverability of investments recorded under the cost method and recognizes
losses if a decline in value is determined to be other than temporary.
 
REVENUES
 
Revenues from Home Shopping primarily consist of merchandise sales and are
reduced by incentive discounts and sales returns to arrive at net sales.
Revenues are recorded for credit card sales upon transaction authorization, and
for check sales upon receipt of customer payment, which does not vary
significantly from the time goods are shipped. Home Shopping's sales policy
allows merchandise to be returned at the customer's discretion within 30 days of
the date of delivery. Allowances for returned merchandise and other adjustments
are provided based upon past experience.
 
Revenue from Ticketmaster primarily consists of revenue from ticketing
operations which is recognized as tickets are sold.
 
Prior to December 20, 1996, television broadcasting revenue was principally
derived from the broadcasting of Home Shopping programming. The Company was
compensated by Home Shopping based on an applicable hourly affiliation rate per
station and, upon reaching certain sales levels, commissions on net sales.
Revenue was recognized as services were provided or when additional commissions
were earned. Subsequent to the Mergers, as discussed in Note C, these
intercompany revenues and expenses are eliminated in consolidation.
 
Revenues from all other sources are recognized either upon delivery or when the
service is provided.
 
                                      F-24
   178
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
CASH AND CASH EQUIVALENTS
 
For purposes of reporting cash flows, cash and cash equivalents include cash and
short-term investments. Short-term investments consist primarily of U.S.
Treasury Securities, U.S. Government agencies and certificates of deposit with
original maturities of less than 91 days.
 
INVENTORIES, NET
 
Inventories are valued at the lower of cost or market, cost being determined
using the first-in, first-out method. Cost includes freight, certain warehouse
costs and other allocable overhead. Market is determined on the basis of net
realizable value, giving consideration to obsolescence and other factors.
Inventories are presented net of an inventory carrying adjustment of $21.1
million and $27.9 million at December 31, 1997 and 1996, respectively.
 
PROPERTY, PLANT AND EQUIPMENT
 
Property, plant and equipment, including significant improvements, are recorded
at cost. Repairs and maintenance and any gains or losses on dispositions are
included in operations.
 
Depreciation and amortization is provided for on a straight-line basis to
allocate the cost of depreciable assets to operations over their estimated
service lives.
 


- ---------------------------------------------------------------------------------
                                                                 DEPRECIATION/
ASSET CATEGORY                                                AMORTIZATION PERIOD
- ---------------------------------------------------------------------------------
                                                           
Computer and broadcast equipment............................        3 to 13 Years
Buildings...................................................       30 to 40 Years
Leasehold improvements......................................        4 to 20 Years
Furniture and other equipment...............................        3 to 10 Years

 
Depreciation and amortization expense on property, plant and equipment was $26.2
million, $4.3 million, $1.6 million, and $5.3 million for the years ended
December 31, 1997 and 1996, the four months ended December 31, 1995 and the year
ended August 31, 1995, respectively.
 
LONG-LIVED ASSETS INCLUDING INTANGIBLES
 
The Company's accounting policy regarding the assessment of the recoverability
of the carrying value of long-lived assets, including property, plant and
equipment, goodwill and other intangibles is to review the carrying value of the
assets if the facts and circumstances suggest that they may be impaired. If this
review indicates that the carrying value will not be recoverable, as determined
based on the undiscounted future cash flows of the Company, the carrying value
is reduced to its estimated fair value.
 
CABLE DISTRIBUTION FEES
 
Cable distribution fees relate to upfront fees paid in connection with long term
cable contracts for carriage of Home Shopping's programming. These fees are
amortized to expense on a straight line basis over the terms of the respective
contracts, with original terms from 5 to 15 years. Amortization expense for
cable distribution fees was $19.3 million for the year ended December 31, 1997
and was not significant for the 11 days ending December 31, 1996.
 
INCOME TAXES
 
Under Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes", deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
 
                                      F-25
   179
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates in effect for the year in which those temporary differences
are expected to be recovered or settled.
 
EARNINGS (LOSS) PER SHARE
 
The Company adopted Statement of Financial Accounting Standards No. 128
"Earnings per Share" during the fourth quarter of 1997. In accordance with the
Statement, all prior period earnings per share amounts have been restated.
 
Basic earnings per share ("Basic EPS") excludes dilution and is computed by
dividing net income by the weighted average number of common shares outstanding
during the period. Diluted earnings per share ("Diluted EPS") reflects the
potential dilution that could occur if stock options and other commitments to
issue common stock were exercised resulting in the issuance of common stock that
then shared in the earnings of the Company.
 
STOCK-BASED COMPENSATION
 
The Company is subject to Statement of Financial Accounting Standards No. 123
"Accounting and Disclosure of Stock-Based Compensation" ("SFAS 123"). As allowed
by SFAS 123, the Company accounts for stock-based compensation in accordance
with APB 25, "Accounting for Stock Issued to Employees." In cases where exercise
prices are less than fair value as of the grant date, compensation is recognized
over the vesting period.
 
Unaudited pro forma financial information, assuming that the Company had adopted
the measurement standards of SFAS 123, is included in Note N.
 
MINORITY INTEREST
 
Minority interest represents the ownership interests of third parties in the net
assets and results of operations of certain consolidated subsidiaries.
 
ACCOUNTING ESTIMATES
 
Management of the Company is required to make certain estimates and assumptions
during the preparation of consolidated financial statements in accordance with
generally accepted accounting principles. These estimates and assumptions impact
the reported amount of assets and liabilities and disclosures of contingent
assets and liabilities as of the date of the consolidated financial statements.
They also impact the reported amount of net earnings during any period. Actual
results could differ from those estimates.
 
Significant estimates underlying the accompanying consolidated financial
statements and notes include the inventory carrying adjustment, sales return
accrual, allowance for doubtful accounts, recoverability of intangibles and
other long-lived assets, and various other operating allowances and accruals.
 
RECENTLY ISSUED PRONOUNCEMENTS
 
During fiscal 1997, Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS 130") and Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS 131") were issued. SFAS 130 establishes standards
for reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of financial statements. The Company
will adopt SFAS 130 as of the first quarter of 1998. SFAS 131 requires
disclosure of financial and descriptive information about an entity's reportable
operating segments under the "management approach" as defined in the Statement.
The Company will adopt SFAS 131 as of December 31,
 
                                      F-26
   180
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
1998. The impact of adoption of these standards on the Company's financial
statements is not expected to be material.
 
RECLASSIFICATIONS
 
Certain amounts in the prior years' consolidated financial statements have been
reclassified to conform to the 1997 presentation.
 
NOTE C -- BUSINESS ACQUISITIONS
 
In the third quarter of 1997, the Company acquired a controlling interest in
Ticketmaster through the issuance of the Company's common stock to Paul G. Allen
and purchases of Ticketmaster shares in the open market. In connection with the
issuance of new shares to Mr. Allen, the Company also issued shares of the
Company's Class B common stock in accordance with Liberty Media Corporation's
contingent right to receive such shares as part of the Home Shopping Merger in
1996.
 
The Ticketmaster Transaction has been accounted for using the purchase method of
accounting. The acquisition price of $210.0 million, including expenses, was
preliminarily allocated to the assets and liabilities of Ticketmaster based on
respective values at the acquisition date. The fair market values of the assets
and liabilities acquired are summarized below, along with the excess of the
purchase price over the fair value of net assets, which has preliminarily been
assigned to goodwill and other intangibles:
 


- ----------------------------------------------------------------------------
                                                               TICKETMASTER
- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
Current assets..............................................     $140,000
Non-current assets..........................................      179,000
Goodwill and other intangibles..............................      190,000
Current liabilities.........................................      130,000
Non-current liabilities, including minority interest........      169,000

 
On March 20, 1998, the Company entered into a merger agreement with Ticketmaster
to acquire the remaining interest in Ticketmaster. See Note V.
 
SAVOY MERGER
 
On December 19, 1996, USAi consummated the merger with Savoy ("Savoy Merger") by
issuing 8,411,740 shares of USAi common stock in exchange for each share of
outstanding Savoy common stock at a .28 conversion ratio, adjusted for the March
1998 stock dividend.
 
HOME SHOPPING MERGER
 
On December 20, 1996, USAi consummated the merger with Home Shopping (the "Home
Shopping Merger") by issuing shares of USAi Common Stock at a ratio of .90 of a
share of USAi Common Stock and 1.08 shares of USAi Class B Common Stock for each
share of Home Shopping Common Stock and Home Shopping Class B Common Stock,
adjusted for the March 1998 stock dividend, respectively. As a result,
49,331,302 shares of USAi Common Stock and 15,618,222 shares of USAi Class B
Common Stock were issued.
 
Upon consummation of the Home Shopping Merger, and because the Home Shopping
Class B Common Stock was entitled to ten votes per share on matters on which
both classes of common
 
                                      F-27
   181
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
stock vote together as a single class, the Company owned 80.1% of the equity and
90.8% of the voting power of Home Shopping, and Liberty HSN owned 19.9% of the
equity and 9.2% of the voting power of Home Shopping. Liberty HSN is an
indirect, wholly-owned subsidiary of Liberty, which, in turn, is a subsidiary of
Tele-Communications, Inc. ("TCI").
 
The Mergers have been accounted for using the purchase method of accounting. The
purchase price, including expenses, for the Savoy Merger and the Home Shopping
Merger, which were $113.4 million and $1.2 billion, respectively, have been
allocated to the assets and liabilities acquired based on their respective fair
values at the dates of purchase. The fair value of the assets and liabilities
acquired are summarized below, along with the excess of the purchase price,
including expenses, over the fair value of net assets, which has been assigned
to goodwill and broadcast licenses:
 


- --------------------------------------------------------------------------------------
                                                               SAVOY     HOME SHOPPING
- --------------------------------------------------------------------------------------
                                                                   (In thousands)
                                                                   
Current assets..............................................  $ 36,000    $  192,000
Non-current assets..........................................    64,400       257,000
Goodwill and broadcast licenses.............................   307,100     1,197,000
Current liabilities.........................................    63,700       198,000
Non-current liabilities.....................................   230,400       227,000

 
The following unaudited pro forma condensed consolidated financial information
for the years ended December 31, 1997 and 1996, is presented to show the results
of the Company for the full periods, as if the Ticketmaster Transaction,
including significant acquisitions by Ticketmaster, and the Mergers occurred at
the beginning of the years presented. The pro forma results include certain
adjustments, including increased amortization related to goodwill and other
intangibles, the reduction of cable and broadcast fees for fair value
adjustments related to purchase accounting and the elimination of intercompany
revenues and expenses, and are not necessarily indicative of what the results
would have been had the Ticketmaster Transaction and the Mergers actually
occurred on the aforementioned dates.
 


- ------------------------------------------------------------------------------------------
                                                                      YEARS ENDED
                                                                      DECEMBER 31,
                                                              ----------------------------
                                                                 1997              1996
- ------------------------------------------------------------------------------------------
                                                               (In thousands, except per
                                                                      share data)
                                                                          
Net revenues................................................  $1,454,521        $1,392,629
Net earnings (loss).........................................      10,773           (19,099)
Basic earnings (loss) per common share......................  $      .10        $     (.17)
                                                              ==========        ==========
Diluted earnings (loss) per common share....................  $      .09        $     (.17)
                                                              ==========        ==========

 
                                      F-28
   182
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE D -- INTANGIBLE ASSETS
 
Intangible assets are amortized using the straight-line method and include the
following:
 


- ------------------------------------------------------------------------------------------
                                                                      DECEMBER 31,
                                                              ----------------------------
                                                                 1997              1996
- ------------------------------------------------------------------------------------------
                                                                     (In thousands)
                                                                          
Intangible Assets, net:
  Goodwill..................................................  $1,520,221        $1,193,322
  Broadcast licenses........................................     312,248           350,118
  Purchased user agreements.................................      28,029                --
  Other.....................................................       1,630             2,507
                                                              ----------        ----------
                                                              $1,862,128        $1,545,947
                                                              ==========        ==========

 
Goodwill primarily relates to the excess of purchase price over the fair value
of assets acquired in the Ticketmaster Transaction and the Mergers, as discussed
in Note C, and is net of accumulated amortization of $46.9 million and $4.1
million at December 31, 1997 and 1996, respectively. Goodwill is generally
amortized over 40 years.
 
Broadcast licenses represent the costs of acquiring FCC licenses related to
broadcast operations and is net of accumulated amortization of $41.3 million and
$21.5 million as of December 31, 1997 and 1996, respectively. Broadcast licenses
are generally amortized over 40 years.
 
Purchased user agreements represent the cost of acquiring venue contracts, are
net of accumulated amortization of $3.9 million at December 31, 1997 and are
amortized over the contract terms, generally 2 to 10 years.
 
Other intangibles are net of accumulated amortization of $67.0 million and $72.3
million as of December 31, 1997 and 1996, respectively, and are generally
amortized over 3 to 10 years.
 
NOTE E -- LONG-TERM INVESTMENTS AND NOTES RECEIVABLE
 
Investments accounted for under the equity method include the following; a 29%
interest in both Home Order Television GmbH & Co. KG ("HOT") and its general
partner (collectively the "HOT Interest") and a 30% interest in Jupiter Shop
Channel Co. Ltd. ("Shop Channel"). At December 31, 1997 and 1996, the Company's
net investment in these ventures was $15.6 million and $11.1 million,
respectively. The HOT Interest is subject to certain restrictions and other
provisions regarding transferability.
 
The Company also includes in equity investments at December 31, 1997, $6.6
million in investments in unconsolidated affiliate companies and joint ventures
of Ticketmaster. Ticketmaster is the managing general partner of each joint
venture.
 
The Company has other investments accounted for under the cost method totaling
$25.7 million and $19.0 million at December 31, 1997 and 1996, respectively.
 
The Company has notes receivable of $11.9 million and $17.7 million net of the
current portion of $4.5 million and $3.6 million at December 31, 1997 and 1996,
respectively. Certain notes receivable are collateralized by stock pledges and
security interests in all of the tangible and intangible assets in the investee
companies to the full extent permitted by law.
 
NOTE F -- DEFERRED CHARGES AND OTHER ASSETS
 
Deferred charges and other assets primarily consist of the film library and
broadcast rights acquired in connection with the acquisition of Savoy; satellite
and other deposits acquired in connection with the
 
                                      F-29
   183
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
acquisition of Home Shopping; and deferred financing costs. Deferred charges and
other assets are net of accumulated amortization of $2.4 million and $4.3
million as of December 31, 1997 and December 31, 1996, respectively.
 
NOTE G -- LONG-TERM OBLIGATIONS
 


- ---------------------------------------------------------------------------------
                                                                 DECEMBER 31,
                                                              -------------------
                                                                1997       1996
- ---------------------------------------------------------------------------------
                                                                (In thousands)
                                                                   
Unsecured $275,000,000 Revolving Credit Facility ("HSNi
  Facility"); with a $35,000,000 sub-limit for import
  letters of credit, entered into on May 1, 1997, which
  matures on May 1, 2002. At the Company's option, the
  interest rate on borrowings is tied to the London
  Interbank Offered Rate ("LIBOR") or the Alternate Base
  Rate ("ABR"), plus an applicable margin. The interest rate
  was 6.51% at December 31,1997, and ranged from 6.16% to
  8.50% during 1997.........................................  $100,000   $     --
Unsecured $100,000,000 5 7/8% Convertible Subordinated
  Debentures (the "Home Shopping Debentures") due March 1,
  2006 convertible into USAi Common Stock at a conversion
  price of $13.34 per share.................................   106,338    107,007
Secured SF Broadcast Facility (the "SF Broadcast Facility");
  payable in 20 consecutive quarterly installments
  commencing on September 30, 1997. At the Company's option,
  the interest rate on borrowings is tied to LIBOR or ABR,
  plus an applicable margin. The interest rate was 8.095% at
  December 31, 1997 and ranged from 7.82% to 8.10% during
  1997......................................................    69,844     92,500
Unsecured $37,782,000 7% Convertible Subordinated Debentures
  ("Savoy Debentures") due July 1, 2003 convertible into
  USAi Common Stock at a conversion price of $66.43 per
  share.....................................................    32,915     32,331
Secured Revolving Credit Facility ("Ticketmaster Facility"),
  which matures in December 1999. The interest rate is tied
  to LIBOR, plus an applicable margin. The interest rate was
  6.98% at December 31, 1997 and ranged from 6.63% from
  7.31% during 1997.........................................   134,000         --
Term loan, collateralized by a building of Ticketmaster,
  principal and interest payable monthly, maturing April 25,
  2007; interest rate is 9.2%...............................     8,953         --
Term loan, collateralized by substantially all of the assets
  of a Ticketmaster subsidiary, interest and principal
  payable monthly, maturing on June 30, 1999. At the
  Company's option, the interest rate is tied to LIBOR or
  the prime rate, plus an applicable margin. At December 31,
  1997, the interest rate was 8.63%.........................     7,500         --
Secured Senior Term Loan -- Tranche A; payable in quarterly
  installments and maturing July 31, 2000. At the Company's
  option, the interest rate is tied to LIBOR or ABR, plus an
  applicable margin.........................................        --     34,704
Secured Senior Term Loan -- Tranche B; payable in quarterly
  installments and maturing July 31, 2002. At the Company's
  option, the interest rate is tied to LIBOR or ABR, plus an
  applicable margin.........................................        --     33,968
12% Convertible Senior Subordinated Note due February 28,
  1997, convertible into USAi Common Stock at a conversion
  price of $46.43...........................................        --     12,500
Other long-term obligations.................................     1,714      1,326
                                                              --------   --------
Total long-term obligations.................................   461,264    314,336

 
                                      F-30
   184
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 


- ---------------------------------------------------------------------------------
                                                                 DECEMBER 31,
                                                              -------------------
                                                                1997       1996
- ---------------------------------------------------------------------------------
                                                                (In thousands)
                                                                   
Less current maturities.....................................    12,918     42,906
                                                              --------   --------
Long-term obligations, net of current maturities............  $448,346   $271,430
                                                              ========   ========

 
The Home Shopping Debentures were all converted by the holders into shares of
USAi Common Stock on or prior to March 1, 1998. See Note V.
 
The SF Broadcast Facility, which expires on June 30, 2002, is secured by
substantially all assets of SF Broadcasting. Restrictions contained in the SF
Broadcast Facility include, but are not limited to, limitations on additional
indebtedness, payment of dividends and the maintenance of various financial
covenants and ratios. Savoy and Fox each made a capital contribution of $19.5
million in 1996 which was used to repay borrowings under the SF Broadcast
Facility.
 
At December 31, 1997, $160.6 million was available for borrowing under the HSNi
Facility after taking into account outstanding letters of credit. The Company
paid a commitment fee of .1875% on the unused portion of the HSNi Facility. In
connection with the Universal Transaction, the Company entered into a new
facility as discussed in Note V, which replaced the HSNi Facility.
 
The Savoy Debentures are redeemable at the option of the Company at varying
percentages of the principal amount each year, ranging from 105.25% to 100.75%,
plus applicable interest. In connection with the Savoy Merger, USAi became a
joint and several obligor with respect to the Savoy Debentures.
 
The Ticketmaster Facility and term loans are subject to certain restrictive
covenants relating to among other things, net worth, cash flows and capital
expenditures. Ticketmaster was in compliance with its restrictive covenants or
has obtained necessary waivers at December 31, 1997. Ticketmaster's credit
agreements impose restrictions on the payment of dividends. At December 31,
1997, $27.0 million was available to Ticketmaster for borrowing under the
Ticketmaster Facility. Maximum available borrowings under this facility will
decrease to $150.0 million at December 31, 1998.
 
Aggregate contractual maturities of long-term obligations are as follows:
 


- ----------------------------------------------------------------------------
                        YEARS ENDING
                        DECEMBER 31,
- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
1998........................................................     $ 12,918
1999........................................................      156,801
2000........................................................       15,956
2001........................................................       18,203
2002........................................................      109,835
Thereafter..................................................      146,080
                                                                 --------
                                                                 $459,793
                                                                 ========

 
                                      F-31
   185
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE H -- INCOME TAXES
 
A reconciliation of total income tax expense (benefit) to the amounts computed
by applying the statutory federal income tax rate to earnings (loss) before
income taxes is shown as follows:
 


- -----------------------------------------------------------------------------------------------------
                                                           YEARS ENDED      FOUR MONTHS       YEAR
                                                          DECEMBER 31,         ENDED         ENDED
                                                        -----------------   DECEMBER 31,   AUGUST 31,
                                                         1997      1996         1995          1995
- -----------------------------------------------------------------------------------------------------
                                                                       (In thousands)
                                                                               
Income tax expense (benefit) at the federal statutory
  rate of 35% in 1997 and 34% for prior periods.......  $19,776   $(1,682)    $(1,107)       $  426
Amortization of goodwill and other intangibles........   13,690       548          61           192
Dividends received deduction..........................       --        --          --          (110)
State income taxes, net of effect of federal tax
  benefit.............................................    2,896       581          22           558
Non-deductible portion of executive compensation......       --     1,385         426           321
Increase (decrease) in valuation allowance for
  deferred tax assets.................................    5,471       966         264          (212)
Other, net............................................     (782)       74         (39)          (37)
                                                        -------   -------     -------        ------
Income tax expense (benefit)..........................  $41,051   $ 1,872     $  (373)       $1,138
                                                        =======   =======     =======        ======

 
The components of income tax expense (benefit) are as follows:
 


- -----------------------------------------------------------------------------------------------------
                                                           YEARS ENDED      FOUR MONTHS       YEAR
                                                          DECEMBER 31,         ENDED         ENDED
                                                        -----------------   DECEMBER 31,   AUGUST 31,
                                                         1997      1996         1995          1995
- -----------------------------------------------------------------------------------------------------
                                                                       (In thousands)
                                                                               
Current income tax expense:
  Federal.............................................  $21,603   $   602     $   104        $  110
  State...............................................    3,029       852         233           809
  Foreign.............................................      919        --          --            --
                                                        -------   -------     -------        ------
          Current income tax expense..................   25,551     1,454         337           919
                                                        -------   -------     -------        ------
Deferred income tax expense (benefit):
  Inventory costing...................................   11,902      (479)         --            --
  Provision for accrued liabilities...................    1,702       609        (691)           --
  Depreciation for financial statements in excess of
     tax..............................................    1,339      (276)       (201)         (608)
  Amortization of goodwill and other broadcast related
     intangibles......................................    5,671       (52)         (1)            3
  Net operating loss carryover........................   (2,889)   (1,561)       (412)          845
  Increase (decrease) in valuation allowance for
     deferred tax assets..............................   (1,306)    1,305         264          (212)
  Other, net..........................................     (919)      872         331           191
                                                        -------   -------     -------        ------
          Deferred income tax expense (benefit).......   15,500       418        (710)          219
                                                        -------   -------     -------        ------
          Total income tax expense (benefit)..........  $41,051   $ 1,872     $  (373)       $1,138
                                                        =======   =======     =======        ======

 
                                      F-32
   186
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
The tax effects of cumulative temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities at
December 31, 1997 and 1996, are presented below. The valuation allowance
represents items for which it is more likely than not that the tax benefit will
not be realized.
 


- -----------------------------------------------------------------------------------
                                                                  DECEMBER 31,
                                                              ---------------------
                                                                1997        1996
- -----------------------------------------------------------------------------------
                                                                 (In thousands)
                                                                    
Current deferred tax assets:
  Net federal operating loss carryforward...................  $ 46,291    $  85,929
  Inventory costing.........................................    16,398       30,102
  Provision for accrued expenses............................     6,883       11,310
  Amortization of broadcast related intangibles.............     7,995        8,767
  Investments in affiliates.................................     2,982           --
  Other.....................................................    25,604       17,694
                                                              --------    ---------
          Total current deferred tax assets.................   106,153      153,802
          Less valuation allowance..........................   (66,197)    (112,960)
                                                              --------    ---------
          Net current deferred tax assets...................  $ 39,956    $  40,842
                                                              ========    =========
Non-current deferred tax assets (liabilities):
  Broadcast and cable fee contracts.........................  $ 11,787    $  17,010
  Depreciation for tax in excess of financial statements....   (10,450)      (8,704)
  Amortization of FCC licenses and broadcast related
     intangibles............................................   (17,847)     (17,734)
  Investment in subsidiaries................................     6,320           --
  Other.....................................................    17,068       13,095
                                                              --------    ---------
          Total non-current deferred tax assets.............     6,878        3,667
          Less valuation allowance..........................    (3,337)      (1,741)
                                                              --------    ---------
          Net non-current deferred tax assets...............  $  3,541    $   1,926
                                                              ========    =========

 
The Company recognized income tax deductions related to the issuance of common
stock pursuant to the exercise of stock options for which no compensation
expense was recorded for accounting purposes. The related income tax benefits of
$3.4 million, $.8 million, $.6 million and $.4 million for the years ended
December 31, 1997 and 1996, the four months ended December 31, 1995 and the year
ended August 31, 1995, respectively, were recorded as increases to additional
paid-in capital.
 
At December 31, 1997 and 1996, the Company has net operating loss carryforwards
("NOL") for federal income tax purposes of $133.3 million and $225.0 million,
respectively, which are available to offset future federal taxable income, if
any, through 2012. Approximately $99.3 million of the NOL as of December 31,
1997, are pre-acquisition losses which are subject to certain tax loss
limitations. Accordingly, the Company has established a valuation allowance for
those pre-acquisition losses. Recognition of these tax benefits in the future
periods would be applied as a reduction of goodwill related to the acquisition.
 
During 1997, the Internal Revenue Service ("IRS") completed the examination of
Home Shopping's federal income tax returns for fiscal years 1992 through 1994
and assessed Home Shopping additional income tax plus interest. Home Shopping
filed a protest with the IRS regarding the assessment. The protest is currently
pending review by the IRS Appeals Office. Management believes the ultimate
resolution of any tax audits will not have a significant impact on the Company's
consolidated financial statements.
 
                                      F-33
   187
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE I -- COMMITMENTS AND CONTINGENCIES
 
The Company leases satellite transponders, computers, warehouse and office
space, as well as broadcast and production facilities, equipment and services
used in connection with its operations under various operating leases and
contracts, many of which contain escalation clauses.
 
Future minimum payments under non-cancellable agreements are as follows:
 


- ----------------------------------------------------------------------------
                        YEARS ENDING
                        DECEMBER 31,
- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
1998........................................................     $ 38,670
1999........................................................       36,411
2000........................................................       34,235
2001........................................................       34,031
2002........................................................       25,138
Thereafter..................................................       24,482
                                                                 --------
                                                                 $192,967
                                                                 ========

 
Expenses charged to operations under these agreements were $37.7 million, $2.9
million, $.8 million, and $2.7 million for the years ended December 31, 1997 and
1996, the four months ended December 31, 1995, and the year ended August 31,
1995, respectively.
 
The Company is required to provide funding, from time to time, for the
operations of its investments in joint ventures accounted for under the equity
method.
 
NOTE J -- EARNINGS (LOSS) PER SHARE
 
The following table sets forth the computation of Basic and Diluted EPS. All
share numbers have been adjusted to reflect the Company's two-for-one stock
split to holders of record as of the close of business on March 12, 1998:
 


- -------------------------------------------------------------------------------------------------
                                                     YEARS ENDED        FOUR MONTHS
                                                    DECEMBER 31,           ENDED       YEAR ENDED
                                                 -------------------    DECEMBER 31,   AUGUST 31,
                                                   1997       1996          1995          1995
- -------------------------------------------------------------------------------------------------
                                                      (In thousands, except per share data)
                                                                           
Net earnings (loss)............................  $ 13,061    $(6,539)     $(2,882)      $   115
Weighted average shares........................   104,780     21,572       18,790        18,290
  Effect of dilutive securities:
     Stock options.............................     7,464         --           --           166
                                                 --------    -------      -------       -------
Adjusted weighted average shares...............   112,244     21,572       18,790        18,456
                                                 ========    =======      =======       =======
Basic earnings (loss) per share................  $    .12    $  (.30)     $  (.15)      $   .01
                                                 ========    =======      =======       =======
Diluted earnings (loss) per share..............  $    .12    $  (.30)     $  (.15)      $   .01
                                                 ========    =======      =======       =======

 
The effect of the Convertible Debentures is excluded from the computation of
Diluted EPS as their effect is antidilutive.
 
NOTE K -- STOCKHOLDERS' EQUITY
 
Share numbers and prices reflect the Company's two-for-one stock split to
holders of record as of the close of business on March 12, 1998.
 
                                      F-34
   188
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
DESCRIPTION OF COMMON STOCK AND CLASS B -- CONVERTIBLE COMMON STOCK
 
Holders of USAi Common Stock have the right to elect, and the holders of USAi
Class B Common Stock have no vote on, 25% of the entire Board of Directors,
rounded upward to the nearest whole number of directors. As to the election of
the remaining directors, the holders of USAi Class B Common Stock are entitled
to 10 votes for each USAi Class B Common Stock share, and the holders of the
USAi Common Stock are entitled to one vote per share. There are no cumulative
voting rights.
 
The holders of both classes of the Company's common stock are entitled to
receive ratably such dividends, if any, as may be declared by the Board of
Directors out of funds legally available for the payment of dividends. In the
event of the liquidation, dissolution or winding up of the Company, the holders
of both classes of common stock are entitled to share ratably in all assets of
the Company remaining after provision for payment of liabilities. USAi Class B
Common Stock is convertible at the option of the holder into USAi Common Stock
on a share-for-share basis. Upon conversion, the USAi Class B Common Stock will
be retired and not subject to reissue.
 
NOTE RECEIVABLE FROM KEY EXECUTIVE FOR COMMON STOCK ISSUANCE
 
In August 1995, Mr. Barry Diller became Chairman of the Board and Chief
Executive Officer of the Company. In connection with Mr. Diller's employment,
the Company agreed to sell Mr. Diller 883,976 shares of USAi Common Stock
("Diller Shares") at $11.313 per share for cash and a non-recourse promissory
note in the amount of $5.0 million, secured by approximately 530,000 shares of
USAi Common Stock. The promissory note is due on the earlier of (i) the
termination of Mr. Diller's employment, or (ii) September 5, 2007. The Company
recognized $926,138 of compensation expense, with a corresponding increase in
additional paid-in capital, related to the issuance of the Diller Shares. The
compensation expense resulted from the difference in the per share fair market
value of USAi Common Stock and the per share purchase price.
 
STOCKHOLDERS' AGREEMENT
 
Mr. Diller, Chairman of the Board and Chief Executive Officer of the Company,
through BDTV, INC., BDTV II, INC., BDTV III, INC., BDTV IV, INC., his own
holdings and pursuant to the Stockholders Agreement, with Universal, Liberty,
the Company and Seagram (the "Stockholders Agreement"), has the right to vote
approximately 8% or 8,217,236 shares of USAi's outstanding common stock, and
approximately 97% or 31,181,726 shares of USAi's outstanding Class B Common
Stock. Each share of Class B Common Stock is entitled to ten votes per share
with respect to matters on which Common and Class B stockholders vote as a
single class. As a result, Mr. Diller controls 76% of the outstanding total
voting power of the Company. Mr. Diller, subject to the Stockholders Agreement,
is effectively able to control the outcome of nearly all matters submitted to a
vote of the Company's stockholders. Liberty HSN holds substantially all of the
economic interest in, and Mr. Diller holds all of the voting power in, the
shares of USAi stock held by the BDTV entities listed above.
 
In connection with option plans, pending acquisitions and other matters,
244,184,256 shares were reserved.
 
                                      F-35
   189
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE L -- LITIGATION
 
In the ordinary course of business, the Company is engaged in various lawsuits,
including certain class action lawsuits initiated in connection with the Home
Shopping Merger and the Ticketmaster Transaction. In the opinion of management,
the ultimate outcome of the various lawsuits should not have a material impact
on the liquidity, results of operations or financial condition of the Company.
 
NOTE M -- BENEFIT PLANS
 
The Company offers various plans pursuant to Section 401(k) of the Internal
Revenue Code (the "Plans") covering substantially all full-time employees who
are not party to collective bargaining agreements. The Company's share of the
matching employer contributions is set at the discretion of the Board of
Directors or the applicable committee thereof.
 
In connection with the Home Shopping Merger, the Company has adopted the Home
Shopping Network, Inc. Employee Equity Participation Plan (the "Equity Plan").
The Equity Plan covers all Home Shopping employees who have completed one year
and at least 1,000 hours of service, are at least 21 years of age, are not
highly compensated as defined in the Equity Plan agreement, and did not hold
options to purchase shares of Home Shopping Common Stock. The Board of Directors
has not made any additional grants under the Equity Plan for any period
subsequent to June 30, 1995.
 
NOTE N -- STOCK OPTION PLANS
 
The Company has granted options to purchase common stock under various stock
option plans. In connection with the Mergers, the Company assumed and converted
Home Shopping and Savoy options into options to acquire USAi Common Stock based
on the respective merger exchange ratios, as described in Note C, including
corresponding adjustments to the option exercise price. The following describes
the stock option plans. Share numbers, prices and earnings per share reflect the
Company's two-for-one stock split to holders of record at the close of business
on March 12, 1998.
 
The Company has outstanding options to employees or consultants of the Company
under several plans (the "Plans") which provide for the grant of options to
purchase the Company's common stock at not less than fair market value on the
date of the grant. The options under the Plans vest ratably, generally over a
range of three to five years from the date of grant and generally expire not
more than 10 years from the date of grant. Three of the Plans have options
available for future grants.
 
The Company also has outstanding options to outside directors under one plan
(the "Directors Plan") which provides for the grant of options to purchase the
Company's common stock at not less than fair market value on the date of the
grant. The options under the Directors Plan vest ratably, generally over three
years from the date of grant and expire not more than 10 years from the date of
grant.
 
                                      F-36
   190
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
A summary of changes in outstanding options under the stock option plans
following the Company's two-for-one stock split, is as follows:
 


- -------------------------------------------------------------------------------------------------------
                                                       DECEMBER 31,
                                    --------------------------------------------------     AUGUST 31,
                                         1997              1996              1995             1995
                                    ---------------   ---------------   --------------   --------------
                                             PRICE             PRICE             PRICE            PRICE
                                    SHARES   RANGE    SHARES   RANGE    SHARES   RANGE   SHARES   RANGE
- -------------------------------------------------------------------------------------------------------
                                                           (Shares in thousands)
                                                                          
Outstanding at beginning of
  period..........................  22,872   $ 1-74    4,538   $ 1-16   4,594    $1-13     690    $ 1-9
  Granted or issued in connection
     with mergers.................  11,580   $10-19   18,580   $ 4-74      20    $  16   4,062    $5-13
  Exercised.......................    (968)  $ 1-16     (238)  $ 1-10     (76)   $ 1-9     (66)   $ 1-9
  Cancelled.......................    (548)  $ 5-74       (8)  $11-13      --       --     (92)   $   1
                                    ------            ------            -----            -----
OUTSTANDING AT END OF PERIOD......  32,936   $ 1-74   22,872   $ 1-74   4,538    $1-16   4,594    $ 1-9
                                    ======            ======            =====            =====
Options exercisable...............  10,840             6,650            1,228              386
                                    ======            ======            =====            =====
Available for grant...............  12,192             3,432            2,079            2,099
                                    ======            ======            =====            =====

 
The weighted average exercise prices during the year ended December 31, 1997,
were $18.77, $7.40 and $14.69 for options granted, exercised and cancelled,
respectively. The weighted average fair value of options granted during the year
was $11.81.
 
The weighted average exercise prices during the year ended December 31, 1996,
were $10.76, $4.56 and $12.09 for options granted or issued in connection with
the Mergers, options exercised and options cancelled, respectively. The weighted
average fair value of options granted during the year was $7.92.
 


- --------------------------------------------------------------------------------------------------------------------
                                          OPTIONS OUTSTANDING                            OPTIONS EXERCISABLE
                         ------------------------------------------------------   ----------------------------------
                                                 WEIGHTED           WEIGHTED                             WEIGHTED
                          OUTSTANDING AT     AVERAGE REMAINING      AVERAGE        EXERCISABLE AT        AVERAGE
RANGE OF EXERCISE PRICE  DECEMBER 31, 1997   CONTRACTUAL LIFE    EXERCISE PRICE   DECEMBER 31, 1997   EXERCISE PRICE
- --------------------------------------------------------------------------------------------------------------------
                          (In thousands)                                           (In thousands)
                                                                                       
$1.00 to $5.00.........          170                3.3              $ 3.12               170             $ 3.12
$5.01 to $10.00........       14,430                7.9                9.42             7,305               9.40
$10.01 to $15.00.......        5,622                7.8               11.50             2,401              11.56
$15.01 to $20.00.......       12,629                9.5               18.63               879              15.64
Over $20.00............           85                4.3               44.57                85              44.57
                              ------                                                   ------
                              32,936                8.4               13.36            10,840              10.56
                              ======                                                   ======

 
In August 1995, in connection with Mr. Diller's employment, the Company granted
Mr. Diller an option (the "Diller Option") to acquire 3,791,694 shares of common
stock at an exercise price of $11.31 per share. In connection with granting the
Diller Option, the Company recorded unearned compensation of $4.0 million offset
by a $4.0 million increase to additional paid-in capital. The unearned
compensation resulted from the difference in the exercise price and fair market
value of the common stock at the date of grant and is being amortized over the
four year vesting period of the options.
 
Pro forma information regarding net income and earnings per share is required by
Statement 123. The information is determined as if the Company had accounted for
its employee stock options granted subsequent to December 31, 1994 under the
fair market value method. The fair value for these options was estimated at the
date of grant using a Black-Scholes option pricing model with the
 
                                      F-37
   191
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
following weighted-average assumptions for 1997 and the periods prior to 1997:
risk-free interest rates of 5.5% and 6.4%, respectively; a dividend yield of
zero; a volatility factor of .713 based on the expected market price of USAi
Common Stock based on historical trends; and a weighted-average expected life of
the options of five years.
 
The Black-Scholes option valuation model was developed for use in estimating the
fair market value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options and because changes in the subjective
input assumptions can materially affect the fair market value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.
 
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma information follows:
 


- -----------------------------------------------------------------------------------------------
                                                                 YEARS ENDED       FOUR MONTHS
                                                                 DECEMBER 31,         ENDED
                                                              ------------------   DECEMBER 31,
                                                               1997       1996         1995
- -----------------------------------------------------------------------------------------------
                                                                          
Pro forma net loss..........................................  $(4,871)  $(21,225)    $(6,007)
Pro forma basic and diluted loss per share..................  $  (.05)  $   (.98)    $  (.32)

 
These pro forma amounts may not be representative of future disclosures since
the estimated fair value of stock options is amortized to expense over the
vesting period, and additional options may be granted in future years.
 
NOTE O -- STATEMENTS OF CASH FLOWS
 
Supplemental disclosure of cash flow information:
 


- ----------------------------------------------------------------------------------------------------
                                                          YEARS ENDED      FOUR MONTHS
                                                          DECEMBER 31,        ENDED       YEAR ENDED
                                                        ----------------   DECEMBER 31,   AUGUST 31,
                                                         1997      1996        1995          1995
- ----------------------------------------------------------------------------------------------------
                                                                       (In thousands)
                                                                              
CASH PAID DURING THE PERIOD FOR:
  Interest............................................  $26,798   $8,939      $3,200       $10,000
  Income tax payments.................................   21,453      458         100         1,500
  Income tax refund...................................    5,822       --          --            --

 
  Supplemental information of non-cash investing and financing activities:
 
- - During July 1997, the Company acquired an interest in Ticketmaster by issuing
  stock as discussed in Note C.
 
- - During December 1996, the Company acquired Savoy and Home Shopping by issuing
  stock as discussed in Note C.
 
- - During August 1995, in connection with the retention of the Chairman and Chief
  Executive Officer, the Company issued 441,988 shares of USAi Common Stock to
  its Chairman and Chief Executive Officer in exchange for $2,000 in cash and a
  note receivable of $5.0 million.
 
                                      F-38
   192
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE P -- RELATED PARTY TRANSACTIONS
 
As of December 31, 1997, the Company was involved in several agreements with
related parties as follows:
 
The Company, through its Home Shopping subsidiary, is a partner in Shop Channel,
an entity in which TCI, through a subsidiary, has an indirect ownership
interest. In the ordinary course of business, Home Shopping has sold inventory
to Shop Channel and recorded receivables of $.8 million and $.7 million for
those sales and other services provided at December 31, 1997 and 1996,
respectively. The Company's net investment in Shop Channel was $2.5 million and
$.5 million at December 31, 1997 and 1996, respectively.
 
The Company has a secured, non-recourse note receivable of $5.0 million from its
Chairman and Chief Executive Officer. See Note K.
 
The Company entered into a lease agreement with an entity owned by the Chairman
of the Board and Chief Executive Officer of the Company providing for the use of
an aircraft for corporate purposes. The lease has a five-year term and is
terminable by either party on thirty days' notice. In 1997, the Company paid a
total of $2.7 million related to the use of the aircraft.
 
Prior to the Home Shopping Merger, as discussed in Note C, the Company had
affiliation agreements with Home Shopping for which the Company recorded revenue
of $43.1 million, $14.3 million and $42.5 million for the year ended December
31, 1996, the four months ended December 31, 1995 and the year ended August 31,
1995, respectively. As a result of the Home Shopping Merger, these revenues are
eliminated in consolidation for periods subsequent to the Home Shopping Merger.
 
In the normal course of business, Home Shopping enters into agreements with the
operators of cable television systems and operators of broadcast television
stations for the carriage of Home Shopping programming. Home Shopping has
entered into agreements with a number of cable operators that are affiliates of
TCI. These long-term contracts provide for a minimum subscriber guarantee and
incentive payments based on the number of subscribers. Cash paid by Home
Shopping to TCI and certain of its affiliates under these contracts for cable
commissions and advertising was $9.6 million, $11.9 million and $.8 million for
calendar years 1997 and 1996 and the 11 days subsequent to the Home Shopping
Merger, respectively.
 
As of December 31, 1997, SKTV, Inc. a wholly-owned subsidiary of the Company,
owned a 33.4% membership interest in Blackstar. Home Shopping currently
maintains broadcast affiliation agreements with stations for which Blackstar is
the parent company. Home Shopping recorded affiliation payments of $4.8 million,
$4.7 million and $.1 million relating to those stations, for calendar years 1997
and 1996 and the 11 days subsequent to the Home Shopping Merger, respectively.
Subsequent to December 31, 1997, Blackstar and the Company entered into a series
of transactions affecting these broadcast stations. See Note V.
 
                                      F-39
   193
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE Q -- QUARTERLY RESULTS (UNAUDITED)
 


- ------------------------------------------------------------------------------------------------------
                                                   QUARTER           QUARTER      QUARTER     QUARTER
                                                    ENDED             ENDED        ENDED       ENDED
                                                 DECEMBER 31,     SEPTEMBER 30,   JUNE 30,   MARCH 31,
- ------------------------------------------------------------------------------------------------------
                                                         (In thousands, except per share data)
                                                                                 
YEAR ENDED DECEMBER 31, 1997
  Net revenues.................................    $390,257         $326,256      $265,685   $279,551
  Operating profit.............................      27,695           22,685        20,730     23,409
  Net earnings.................................       3,303            3,516         2,472      3,770
  Basic earnings per common share(b)...........         .03              .03           .03        .04
  Diluted earnings per common share............         .03              .03           .02        .04
YEAR ENDED DECEMBER 31, 1996
  Net revenues.................................    $ 41,923(a)      $ 11,213      $ 10,924   $ 11,112
  Operating profit (loss)......................      (1,369)(a)        1,774         1,580      1,627
  Net (loss)...................................      (5,110)(a)         (371)         (452)      (606)
  Basic and diluted (loss) per common
     share(b)..................................        (.17)(a)         (.02)         (.03)      (.03)

 
- ---------------
 
(a) The operating results from the fourth quarter 1996 reflect the impact of the
    Mergers discussed in Note C.
(b) Per common shares amounts for the quarters do not add to the annual amount
    because of differences in the average common shares outstanding during each
    period.
 
NOTE R -- SIGNIFICANT CUSTOMERS
 
For the year ended December 31, 1996, four months ended December 31, 1995 and
the year ended August 31, 1995, net revenue from a significant customer, Home
Shopping, accounted for 57.3%, 89.5% and 88.7%, respectively, of the Company's
net revenue. As a result of the Mergers described in Note C, Home Shopping
became a subsidiary of the Company and such revenues are eliminated in
consolidation.
 
NOTE S -- INDUSTRY SEGMENTS
 
For the year ended December 31, 1997, the Company operated principally in three
industry segments; retailing, ticketing operations, and broadcasting. The
retailing segment consists of Home Shopping, which primarily includes the sale
of merchandise through electronic retailing. The ticketing operations segment
provides automated ticketing services primarily in the United States. The
broadcasting segment includes the operations of 12 broadcast television stations
(including one television satellite station), which currently transmit Home
Shopping programming and six broadcast television stations (including two
television satellite stations) which are Fox affiliates.
 
                                      F-40
   194
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 


- -------------------------------------------------------------------------------------------------------
                                                     YEARS ENDED
                                                    DECEMBER 31,            FOUR MONTHS      YEAR ENDED
                                               -----------------------         ENDED         AUGUST 31,
                                                  1997         1996      DECEMBER 31, 1995      1995
- -------------------------------------------------------------------------------------------------------
                                                                    (In thousands)
                                                                                 
Revenue
  Retailing..................................  $1,037,060   $   30,588       $     --         $     --
  Ticketing operations.......................     156,378           --             --               --
  Broadcasting...............................      54,138       43,359         15,061           44,563
  Other......................................      14,173        1,225            919            3,355
                                               ----------   ----------       --------         --------
                                               $1,261,749   $   75,172       $ 15,980         $ 47,918
                                               ==========   ==========       ========         ========
Operating profit (loss)
  Retailing..................................  $   98,825   $     (522)      $     --         $     --
  Ticketing operations.......................      12,241           --             --               --
  Broadcasting...............................      (8,997)       4,175             30            9,368
  Other......................................      (7,550)         (41)          (710)          (1,132)
                                               ----------   ----------       --------         --------
                                               $   94,519   $    3,612       $   (680)        $  8,236
                                               ==========   ==========       ========         ========
Assets
  Retailing..................................  $1,663,509   $1,628,818       $     --         $     --
  Ticketing operations.......................     518,273           --             --               --
  Broadcasting...............................     365,384      355,926        135,082          140,563
  Other......................................     123,630      131,488          1,588            2,354
                                               ----------   ----------       --------         --------
                                               $2,670,796   $2,116,232       $136,670         $142,917
                                               ==========   ==========       ========         ========
Depreciation and amortization
  Retailing..................................  $   65,152   $    1,871       $     --         $     --
  Ticketing operations.......................      13,180           --             --               --
  Broadcasting...............................      15,838       13,187          4,531           13,833
  Other......................................       2,854          428            170              841
                                               ----------   ----------       --------         --------
                                               $   97,024   $   15,486       $  4,701         $ 14,674
                                               ==========   ==========       ========         ========
Capital expenditures
  Retailing..................................  $   27,812   $      447       $     --         $     --
  Ticketing operations.......................       7,788           --             --               --
  Broadcasting...............................       8,262          696            163              998
  Other......................................       2,007           --             --              705
                                               ----------   ----------       --------         --------
                                               $   45,869   $    1,143       $    163         $  1,703
                                               ==========   ==========       ========         ========

 
The Company operates principally within the United States. In 1997, broadcasting
revenue was principally derived from the Fox affiliates. Prior to 1997,
broadcasting revenue was principally derived from the broadcasting of Home
Shopping programming.
 
NOTE T -- FINANCIAL INSTRUMENTS
 
The additional disclosure below of the estimated fair value of financial
instruments was made in accordance with the requirements of Statements of
Financial Accounting Standards No. 107. The estimated fair value amounts have
been determined by the Company using available market information and
appropriate valuation methodologies when available. The carrying value of all
current assets and current liabilities approximates fair value due to their
short-term nature.
 
                                      F-41
   195
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)


- ------------------------------------------------------------------------------------------------
                                                  DECEMBER 31, 1997         DECEMBER 31, 1996
                                               ------------------------   ----------------------
                                                CARRYING        FAIR      CARRYING       FAIR
                                                 AMOUNT        VALUE       AMOUNT        VALUE
                                                                           
- ------------------------------------------------------------------------------------------------
 

                                                                (In thousands)
                                                                           
Cash and cash equivalents....................  $  116,036    $  116,036   $  42,606    $  42,606
Long-term investments........................      47,926        47,926      30,121       30,121
Long-term obligations........................    (461,264)     (461,264)   (314,336)    (314,336)

 
NOTE U -- SAVOY SUMMARIZED FINANCIAL INFORMATION (UNAUDITED)
 
The Company has not prepared separate financial statements and other disclosures
concerning Savoy because management has determined that such information is not
material to holders of the Savoy Debentures, all of which have been assumed by
the Company as a joint and several obligor. The information presented is
reflected at Savoy's historical cost basis.


- ---------------------------------------------------------------------------------------------
                                                               YEARS ENDED DECEMBER 31,
SUMMARY CONSOLIDATED                                      -----------------------------------
STATEMENTS OF OPERATIONS                                     1997         1996         1995
                                                                            
- ---------------------------------------------------------------------------------------------
 

                                                                    (In thousands)
                                                                            
Net sales...............................................   $67,107      $ 117,951    $ 92,599
Cost of sales...........................................    65,200        254,009     164,464
Operating income/(loss).................................     1,907       (136,058)    (71,865)
Net income/(loss).......................................    (5,972)      (156,074)    (73,744)



- ----------------------------------------------------------------------------------
                                                                  DECEMBER 31,
SUMMARY CONSOLIDATED                                          --------------------
BALANCE SHEETS                                                  1997        1996
                                                                    
- ----------------------------------------------------------------------------------
 

                                                                 (In thousands)
                                                                    
Current assets..............................................  $ 31,898    $ 61,901
Non-current assets..........................................   289,381     302,195
Current liabilities.........................................    32,836      60,716
Non-current liabilities.....................................   110,470     124,198
Minority interest...........................................   119,427     112,717

 
NOTE V -- SUBSEQUENT EVENTS (UNAUDITED)
 
On January 23, 1998, the Company gave notice that it elected to redeem on March
1, 1998, at a redemption price of 104.7% of the principal amount, all of the
outstanding Home Shopping Debentures. The Home Shopping Debentures were all
converted by the holders into shares of USAi Common Stock on or prior to March
1, 1998.
 
On January 28, 1998, the Company consummated the sale of its Baltimore station
for $80.0 million.
 
On February 11, 1998, at the Annual Meeting of Stockholders of the Company, the
stockholders approved an increase in the authorized shares of USAi common stock
from 150,000,000 shares to 800,000,000 shares and USAi Class B common stock from
30,000,000 shares to 200,000,000 shares.
 
On February 12, 1998, the Company completed its previously announced acquisition
of USA Networks and USA Networks Studios from Universal, an entity controlled by
The Seagram Company Ltd. ("Seagram"). The consideration paid to Universal
included a cash payment of approximately $1.63 billion, a portion of which
($300.0 million) has been deferred until no later than June 30, 1998, and an
interest in the Company through shares of USAi Common Stock and USAi Class B
Common Stock and shares of a newly formed limited liability company which are
exchangeable into shares of USAi Common Stock and USAi Class B Common Stock.
 
                                      F-42
   196
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
On February 12, 1998, the Company, and certain of its subsidiaries, including
USANi LLC as borrower, entered into a new $1.6 billion credit facility (the "New
Facility") with a $40.0 million sub-limit for letters of credit. The New
Facility was used to finance the Universal Transaction and to refinance the HSNi
Facility. The New Facility consists of a $600.0 million revolving credit
facility, a $750.0 million "Tranche A Term Loan" and a $250.0 million "Tranche B
Term Loan". The revolving credit facility and Tranche A Term Loan mature on
December 31, 2002 and the Tranche B Term Loan matures on December 31, 2003. The
New Facility is guaranteed by, and secured by stock in, substantially all of the
Company's material subsidiaries. The interest rate on borrowings under the New
Facility is tied to an alternate base rate or the London InterBank Rate, in each
case, plus an applicable margin. As of March 13, 1998, there was $1.4 billion in
outstanding borrowings under the New Facility and $151.7 million was available
for borrowing after taking into account outstanding letters of credit.
 
On February 20, 1998, the Board of Directors declared a two-for-one stock split
of the Company's Common Stock and Class B Common Stock, payable in the form of a
dividend to stockholders of record as of the close of business on March 12,
1998. The 100% stock dividend was paid on March 26, 1998.
 
In February 1998, the Company entered into a letter of intent to acquire the
remaining outstanding interest in Blackstar for $17.0 million. In March 1998,
Blackstar agreed to sell a television broadcasting station in Salem, Oregon for
$30.0 million. Home Shopping agreed to terminate its affiliation agreement with
the Salem, Oregon station, as well as affiliation agreements with two other
stations, for the payment of $15.0 million. In March 1998, the Company acquired
the assets of Television Station WNGM-TV; Athens, Georgia for $50.0 million,
plus working capital.
 
On March 20, 1998, the Company and Ticketmaster entered into a merger agreement
regarding the acquisition by the Company in a tax-free merger of the remaining
Ticketmaster common stock for .563 of a share of USAi Common Stock. (1.126
shares after giving effect to Company's two-for-one stock split as of March 12,
1998). The merger agreement was entered into based upon the recommendation of
the Special Committee of the Ticketmaster Board that had been appointed to
consider USAi's merger proposal in October 1997. Consummation of the merger is
subject to customary conditions, including the approval of the merger by
Ticketmaster's shareholders. The Company expects that the merger will be
completed in the third quarter of 1998. Based on the number of shares of
Ticketmaster Common Stock outstanding as of March 9, 1998, USAi expects to issue
approximately 15.4 million shares of Common Stock to Ticketmaster stockholders
in connection with the proposed merger. Universal and Liberty have certain
preemptive rights which will be exercisable if the merger with Ticketmaster is
consummated.
 
The Company has guaranteed the principal payments of approximately $11.6 million
for the year ended December 31, 1998 in the event that SF Broadcasting is unable
to meet these obligations.
 
NOTE W -- NOTES OFFERING AND GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION
 
On November 23, 1998, the Company completed an offering of $500.0 million 6 3/4%
Senior Notes due 2005 (the "Notes" or "Notes Offering"). Interest is payable on
the Notes on May 15 and November 15 of each year, commencing May 15, 1999.
 
The Company is a holding company that has no operating assets or operations.
Certain of the Company's indirectly owned subsidiaries are held by Home Shopping
through USANi LLC. USANi
 
                                      F-43
   197
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
LLC is a co-obligor of the Notes and Home Shopping is a guarantor. Substantially
all of the significant subsidiaries of Home Shopping, USANi LLC and
substantially all of the significant wholly owned subsidiaries of the Company
(principally subsidiaries engaged in the broadcasting and ticketing operations)
have jointly and severally guaranteed the Company's and USANi LLC's indebtedness
(the "Guarantors") under the Notes. Certain subsidiaries of the Company, Home
Shopping and USANi LLC (the "Non-Guarantor Subsidiaries") do not guarantee such
indebtedness.
 
Except for Holdco which is not wholly owned, full financial statements of the
Guarantors have not been included because, pursuant to their respective
guarantees, the Guarantors are jointly and severally liable with respect to the
Notes. Management does not believe that the information contained in separate
full financial statements of wholly owned Guarantors would be material to
investors. The following are summarized statements setting forth certain
financial information concerning the Guarantor and Non-Guarantor Subsidiaries as
of and for the year ended December 31, 1997 (in thousands).
 


- ----------------------------------------------------------------------------------------------------------
                                                              NON-GUARANTOR                      USAi
                                      USAi       GUARANTORS   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
- ----------------------------------------------------------------------------------------------------------
                                                                              
Current assets...................  $     2,869   $  265,930     $ 151,883     $        --     $   420,682
Property and equipment net.......        2,306      117,159        60,656              --         180,121
Goodwill and other intangible
  assets, net....................       56,641    1,424,257       381,230              --       1,862,128
Investment in subsidiaries.......    1,363,310           --            --      (1,363,310)             --
Other assets.....................       21,699      212,069        34,218         (60,121)        207,865
                                   -----------   ----------     ---------     -----------     -----------
  Total assets...................  $ 1,446,825   $2,019,415     $ 627,987     $(1,423,431)    $ 2,670,796
                                   ===========   ==========     =========     ===========     ===========
Current liabilities..............  $    (3,935)  $  216,143     $ 147,533     $        --     $   359,741
Long-term debt, less current
  portion........................           --      229,546       218,800              --         448,346
Other liabilities................      (10,900)      43,346         6,738           3,948          43,132
Minority interest................           --      270,455       101,768              --         372,223
Interdivisional equity...........           --      977,810       113,400      (1,091,210)             --
Stockholders' equity.............    1,461,660      282,115        39,748        (336,169)      1,447,354
                                   -----------   ----------     ---------     -----------     -----------
  Total liabilities and
     shareholders' equity........  $ 1,446,825   $2,019,415     $ 627,987     $(1,423,431)    $ 2,670,796
                                   ===========   ==========     =========     ===========     ===========
Revenue..........................  $        --   $1,032,513     $ 229,236     $        --     $ 1,261,749
Operating expenses...............       (8,338)    (948,385)     (210,507)             --      (1,167,230)
Interest expense, net............         (129)     (11,260)      (14,877)             --         (26,266)
Other income (expense), net......       56,574      (11,825)          439         (56,940)        (11,752)
Minority interest................           --       (2,994)          605              --          (2,389)
Provision for income taxes.......      (41,051)          --            --              --         (41,051)
                                   -----------   ----------     ---------     -----------     -----------
Net (loss) income................  $     7,056   $   58,049     $   4,896     $   (56,940)    $    13,061
                                   ===========   ==========     =========     ===========     ===========
Cash flows from operations.......  $    (8,338)  $   31,058     $  24,953     $        --     $    47,673
Cash flows used in investing
  activities.....................      (30,064)     (51,998)         (231)             --         (82,293)
Cash flows from financing
  activities.....................       38,444      105,124       (35,518)             --         108,050
Cash at the beginning of the
  period.........................           --       19,574        23,032              --          42,606
                                   -----------   ----------     ---------     -----------     -----------
Cash at the end of the period....  $        42   $  103,758     $  12,236     $        --     $   116,036
                                   ===========   ==========     =========     ===========     ===========

 
                                      F-44
   198
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
The following are summarized statements setting forth certain financial
information concerning the Guarantors and Non-Guarantor Subsidiaries as of and
for the year ended December 31, 1996 (in thousands).
 


- ----------------------------------------------------------------------------------------------------------
                                                              NON-GUARANTOR                      USAi
                                       USAi      GUARANTORS   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
- ----------------------------------------------------------------------------------------------------------
                                                                              
Current assets....................  $       --   $  191,245     $ 57,353      $        --     $  248,598
Property and equipment net........          --      101,477       20,498               --        121,975
Goodwill and other intangible
  assets, net.....................          --    1,239,790      306,157               --      1,545,947
Investment in subsidiaries........   1,091,308       (2,074)       2,074       (1,091,308)            --
Other assets......................          --      161,188       38,524               --        199,712
                                    ----------   ----------     --------      -----------     ----------
  Total assets....................  $1,091,308   $1,691,626     $424,606      $(1,091,308)    $2,116,232
                                    ==========   ==========     ========      ===========     ==========
Current liabilities...............  $    1,872   $  206,727     $ 64,443      $        --     $  273,042
Long-term debt, less current
  portion.........................          --      166,227      105,203               --        271,430
Other liabilities.................          --       34,449       22,426               --         56,875
Intercompany......................       4,398       (4,398)          --               --             --
Minority interest.................          --      242,895      113,241               --        356,136
Interdivisional equity............          --      977,810      113,400       (1,091,210)            --
Stockholders' equity..............   1,085,038       67,916        5,893              (98)     1,158,749
                                    ----------   ----------     --------      -----------     ----------
  Total liabilities and
     shareholders' equity.........  $1,091,308   $1,691,626     $424,606      $(1,091,308)    $2,116,232
                                    ==========   ==========     ========      ===========     ==========
Revenue...........................  $       --   $   72,434     $  2,738      $        --     $   75,172
Operating expenses................          --      (68,021)      (3,539)              --        (71,560)
Interest expense, net.............          --       (9,024)         421               --         (8,603)
Other income (expense), net.......      (4,667)          (5)          49            4,667             44
Minority interest.................          --          165          115               --            280
Provision for income taxes........      (1,872)          --           --               --         (1,872)
                                    ----------   ----------     --------      -----------     ----------
Net (loss) income.................  $   (6,539)  $   (4,451)    $   (216)     $     4,667     $   (6,539)
                                    ==========   ==========     ========      ===========     ==========
Cash flows from operations........  $   (1,872)  $   19,480     $ (5,640)              --     $   11,968
Cash flows used in investing
  activities......................          --       12,462      (15,084)              --         (2,622)
Cash flows from financing
  activities......................       1,872      (14,031)      26,279               --         14,120
Cash at the beginning of the
  period..........................          --        6,476       12,664               --         19,140
                                    ----------   ----------     --------      -----------     ----------
Cash at the end of the period.....  $       --   $   24,387     $ 18,219      $        --     $   42,606
                                    ==========   ==========     ========      ===========     ==========

 
For the four months ended December 31, 1995 and the year ended August 31, 1995,
substantially all of the Company's assets, liabilities and operations guarantee
the Notes and, therefore, no summarized statements setting forth certain
financial information concerning the Guarantor and Non-Guarantor Subsidiaries
for these periods are presented.
 
                                      F-45
   199
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 


- ----------------------------------------------------------------------------------------------
                                                 THREE MONTHS ENDED       NINE MONTHS ENDED
                                                   SEPTEMBER 30,            SEPTEMBER 30,
                                                --------------------    ----------------------
                                                  1998        1997         1998         1997
- ----------------------------------------------------------------------------------------------
                                                    (In thousands, except per share data)
                                                                          
NET REVENUES
  Networks and television production........    $281,302    $     --    $  757,305    $     --
  Electronic retailing......................     261,183     236,706       776,418     743,893
  Ticketing operations......................      89,134      67,331       283,538      67,331
  Internet services.........................       5,934       3,330        14,467       8,511
  Broadcasting and other....................       2,961      18,889        35,289      51,758
                                                --------    --------    ----------    --------
          Total net revenues................    $640,514    $326,256    $1,867,017    $871,493
                                                --------    --------    ----------    --------
Operating costs and expenses:
  Cost of sales.............................     192,531     156,041       533,190     464,159
  Program costs.............................     153,618          --       412,541          --
  Other costs...............................     185,758     121,827       597,328     273,316
  Depreciation and amortization.............      58,605      25,703       163,712      67,194
                                                --------    --------    ----------    --------
          Total operating costs and
            expenses........................     590,512     303,571     1,706,771     804,669
                                                --------    --------    ----------    --------
          Operating income..................      50,002      22,685       160,246      66,824
                                                --------    --------    ----------    --------
Other income (expense):
  Interest income...........................       4,097       1,460        11,807       3,973
  Interest expense..........................     (25,875)     (8,611)      (94,704)    (22,101)
  Gain on disposition of broadcast
     stations...............................       9,247          --        84,187          --
  Miscellaneous.............................      (3,452)     (3,023)      (19,707)     (9,283)
                                                --------    --------    ----------    --------
                                                 (15,983)    (10,174)      (18,417)    (27,411)
                                                --------    --------    ----------    --------
Earnings before income taxes and minority
  interest..................................      34,019      12,511       141,829      39,413
Income tax expense..........................     (16,619)     (9,078)      (72,792)    (29,753)
Minority interest...........................     (22,249)         83       (42,996)         98
                                                --------    --------    ----------    --------
NET EARNINGS (LOSS).........................    $ (4,849)   $  3,516    $   26,041    $  9,758
                                                ========    ========    ==========    ========
Net earnings (loss) per common share........
     Basic..................................    $   (.03)   $    .03    $      .19    $    .10
                                                ========    ========    ==========    ========
     Diluted................................    $   (.03)   $    .03    $      .14    $    .09
                                                ========    ========    ==========    ========
Weighted average shares outstanding.........     155,017     110,020       138,355     102,016
                                                ========    ========    ==========    ========
Weighted average diluted shares
  outstanding...............................     155,017     118,994       280,242     108,174
                                                ========    ========    ==========    ========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-46
   200
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 


- -------------------------------------------------------------------------------------------
                                                              SEPTEMBER 30,    DECEMBER 31,
ASSETS                                                            1998             1997
- -------------------------------------------------------------------------------------------
                                                                     (In thousands)
                                                                         
CURRENT ASSETS
Cash and cash equivalents...................................   $  292,231       $  116,036
Accounts and notes receivable, net..........................      286,237           96,867
Inventories, net............................................      445,425          151,100
Deferred income taxes.......................................       37,067           39,956
Other current assets, net...................................       27,028           16,723
                                                               ----------       ----------
          Total current assets..............................    1,087,988          420,682
 
PROPERTY, PLANT AND EQUIPMENT
Computer and broadcast equipment............................      203,240          145,701
Buildings and leasehold improvements........................       94,179           83,851
Furniture and other equipment...............................       68,009           39,498
                                                               ----------       ----------
                                                                  365,428          269,050
  Less accumulated depreciation and amortization............     (152,238)        (120,793)
                                                               ----------       ----------
                                                                  213,190          148,257
Land........................................................       15,944           16,602
Projects in progress........................................       19,607           15,262
                                                               ----------       ----------
                                                                  248,741          180,121
OTHER ASSETS
Intangible assets, net......................................    6,352,103        1,862,128
Cable distribution fees, net ($41,765 and $46,459,
  respectively, to related parties).........................       97,596          111,292
Long-term investments ($3,068 and $7,510, respectively, in
  related parties...........................................       66,364           47,926
Notes and accounts receivable, net of current portion
  ($4,695 and $843, respectively, from related parties).....       78,901           11,854
Inventories, net............................................      202,117               --
Deferred income taxes.......................................       72,704            3,541
Deferred charges and other, net.............................       60,443           33,252
                                                               ----------       ----------
                                                               $8,266,957       $2,670,796
                                                               ==========       ==========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-47
   201
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 


- -------------------------------------------------------------------------------------------
                                                              SEPTEMBER 30,    DECEMBER 31,
            LIABILITIES AND STOCKHOLDERS' EQUITY                  1998             1997
- -------------------------------------------------------------------------------------------
                                                                     (In thousands)
                                                                         
CURRENT LIABILITIES
Current maturities of long-term obligations.................   $   68,564       $   12,918
Accounts payable, trade.....................................      165,576          111,214
Accounts payable, client accounts...........................       84,664           73,887
Obligations for program rights and film costs...............      275,996               --
Cable distribution fees payable ($18,578 and $19,091,
  respectively, to related parties).........................       28,862           43,553
Deferred gain on CitySearch Transaction.....................       65,802               --
Other accrued liabilities...................................      384,097          118,169
                                                               ----------       ----------
          Total current liabilities.........................    1,073,561          359,741
 
LONG-TERM OBLIGATIONS (net of current maturities)...........      748,101          448,346
OBLIGATIONS FOR PROGRAM RIGHTS AND FILM COSTS, net of
  current...................................................      346,563               --
OTHER LONG-TERM LIABILITIES.................................       52,630           43,132
MINORITY INTEREST...........................................    3,589,338          372,223
COMMITMENTS AND CONTINGENCIES...............................           --               --
STOCKHOLDERS' EQUITY
Preferred stock -- $.01 par value; authorized 15,000,000
  shares; no shares issued and outstanding..................           --               --
Common stock -- $.01 par value; authorized 800,000,000
  shares; issued and outstanding 123,994,918; and 87,430,586
  shares, respectively......................................        1,240              874
Class B -- convertible common stock -- $.01 par value;
  authorized, 200,000,000 shares; issued and outstanding,
  31,181,726; and 24,455,294 shares, respectively...........          312              244
Additional paid-in capital..................................    2,533,708        1,558,037
Accumulated deficit.........................................      (77,560)        (103,601)
Unrealized gain in available for sale securities............        7,476               --
Foreign currency translation................................       (1,723)              --
Unearned compensation.......................................       (1,691)          (3,202)
Note receivable from key executive for common stock
  issuance..................................................       (4,998)          (4,998)
                                                               ----------       ----------
          Total stockholders' equity........................    2,456,764        1,447,354
                                                               ----------       ----------
                                                               $8,266,957       $2,670,796
                                                               ==========       ==========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-48
   202
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
      CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
- --------------------------------------------------------------------------------


 
                                                           CLASS B
                                                         CONVERTIBLE   ADDITIONAL                                FOREIGN
                                                COMMON     COMMON       PAID-IN     ACCUMULATED   UNREALIZED    CURRENCY
                                     TOTAL      STOCK       STOCK       CAPITAL       DEFICIT       GAINS      TRANSLATION
- --------------------------------------------------------------------------------------------------------------------------
                                                                       (In thousands)
                                                                                          
 
BALANCE AT JANUARY 1, 1998.......  $1,447,354   $ 874       $244       $1,558,037    $(103,601)    $    --       $    --
Comprehensive Income:
 Net earnings for the nine months
   ended September 30, 1998......      26,041      --         --               --       26,041          --            --
 Increase in unrealized gains in
   available for sale
   securities....................       7,476      --         --               --           --       7,476            --
 Foreign currency translation....      (1,723)     --         --               --           --          --        (1,723)
                                   ----------
     Comprehensive income........      31,794
                                   ----------
Issuance of common stock upon
 exercise of stock options.......       5,388       5         --            5,383           --          --            --
Income tax benefit related to
 stock options exercised.........       2,381      --         --            2,381           --          --            --
Issuance of stock in connection
 with Universal Transaction......     302,154      71         76          302,007           --          --            --
Issuance of stock in connection
 with Ticketmaster tax-free
 merger..........................     467,035     160         --          466,875           --          --            --
Issuance of stock in connection
 with conversion of debentures...     199,147     122         --          199,025           --          --            --
Conversion of Class B Convertible
 Common Stock to Common Stock....          --       8         (8)              --           --          --            --
Amortization of unearned
 compensation related to stock
 options and equity participation
 plans...........................       1,511      --         --               --           --          --            --
                                   ----------   ------      ----       ----------    ---------     -------       -------
BALANCE AT SEPTEMBER 30, 1998....  $2,456,764   $1,240      $312       $2,533,708    $ (77,560)    $ 7,476       $(1,723)
                                   ==========   ======      ====       ==========    =========     =======       =======
 

                                                     NOTE
                                                  RECEIVABLE
                                                   FROM KEY
                                                  EXECUTIVE
                                                     FOR
                                                    COMMON
                                     UNEARNED       STOCK
                                   COMPENSATION    ISSUANCE
                                            
BALANCE AT JANUARY 1, 1998.......    $(3,202)      $(4,998)
Comprehensive Income:
 Net earnings for the nine months
   ended September 30, 1998......         --            --
 Increase in unrealized gains in
   available for sale
   securities....................         --            --
 Foreign currency translation....         --            --
     Comprehensive income........
Issuance of common stock upon
 exercise of stock options.......         --            --
Income tax benefit related to
 stock options exercised.........         --            --
Issuance of stock in connection
 with Universal Transaction......         --            --
Issuance of stock in connection
 with Ticketmaster tax-free
 merger..........................         --            --
Issuance of stock in connection
 with conversion of debentures...         --            --
Conversion of Class B Convertible
 Common Stock to Common Stock....         --            --
Amortization of unearned
 compensation related to stock
 options and equity participation
 plans...........................      1,511            --
                                     -------       -------
BALANCE AT SEPTEMBER 30, 1998....    $(1,691)      $(4,998)
                                     =======       =======

 
        The accompanying notes are an integral part of these statements.
 
                                      F-49
   203
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 


- ----------------------------------------------------------------------------------------
                                                                  NINE MONTHS ENDED
                                                                    SEPTEMBER 30,
                                                              --------------------------
                                                                 1998            1997
- ----------------------------------------------------------------------------------------
                                                                    (In thousands)
                                                                         
Cash flows from operating activities:
Net earnings................................................  $    26,041      $   9,758
Adjustments to reconcile net earnings to net cash provided
  by operating activities:
  Depreciation and amortization.............................      147,829         52,798
  Amortization of cable distribution fees...................       15,883         14,327
  Amortization of program rights and film costs.............      358,688             --
  Payment for program rights and film costs.................     (335,001)            --
  Deferred income taxes.....................................        9,309         15,462
  Equity in losses of unconsolidated affiliates.............       16,104          9,257
  Gain on disposition of broadcast stations and other
     assets.................................................      (84,187)            --
  Minority interest.........................................       42,996            (98)
  Non-cash stock compensation...............................        3,892          1,623
  Non-cash interest.........................................        4,800          3,163
  Changes in current assets and liabilities:
     Accounts receivable....................................     (112,685)       (13,521)
     Inventories............................................      (86,067)       (49,310)
     Accounts payable.......................................       67,191         23,636
     Accrued liabilities....................................       57,712        (36,115)
  Other, net................................................       14,226        (13,377)
                                                              -----------      ---------
          NET CASH PROVIDED BY OPERATING ACTIVITIES.........      146,731         17,603
                                                              -----------      ---------
Cash flows from investing activities:
  Acquisition of Universal Transaction, net of cash
     acquired...............................................   (1,297,233)            --
  Acquisitions, net of cash acquired........................      (85,555)            --
  Capital expenditures......................................      (64,240)       (30,601)
  Increase in long-term investments.........................      (25,631)       (14,786)
  Proceeds from long-term notes receivable..................       (2,997)         5,635
  Proceeds from disposition of broadcast stations...........      356,769             --
  Payment of merger and financing costs.....................      (29,972)        (6,349)
                                                              -----------      ---------
          NET CASH USED IN INVESTING ACTIVITIES.............   (1,148,859)       (46,101)
                                                              -----------      ---------
Cash flows from financing activities:
  Borrowings................................................    1,641,380        231,142
  Principal payments on long-term obligations...............   (1,198,565)      (243,784)
  Cash acquired in the Ticketmaster Transaction.............           --         89,663
  Cash acquired in the CitySearch Transaction...............        7,877             --
  Redemption of minority interest in SF Broadcasting........      (81,664)            --
  Proceeds from issuance of common stock and LLC shares.....      811,018         14,992
                                                              -----------      ---------
          NET CASH PROVIDED BY FINANCING ACTIVITIES.........    1,180,046         92,013
                                                              -----------      ---------
Effect of exchange rate changes on cash and cash
  equivalents...............................................       (1,723)            --
NET INCREASE IN CASH AND CASH EQUIVALENTS...................      176,195         63,515
Cash and cash equivalents at beginning of period............      116,036         42,606
                                                              -----------      ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................  $   292,231      $ 106,121
                                                              ===========      =========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-50
   204
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
NOTE A -- COMPANY HISTORY AND BASIS OF PRESENTATION
 
COMPANY HISTORY
 
USA Networks, Inc. (the "Company" or "USAi"), formerly known as HSN, Inc., is a
holding company, the subsidiaries of which are engaged in diversified media and
electronic commerce businesses.
 
In December 1996, the Company consummated mergers with each of Home Shopping
Network, Inc. ("Home Shopping") and Savoy Pictures Entertainment, Inc. ("Savoy")
(the "Mergers"). In July 1997, the Company acquired a controlling interest in
Ticketmaster Group, Inc. ("Ticketmaster"). On June 24, 1998, the Company
completed its acquisition of Ticketmaster in a tax-free merger, pursuant to
which each outstanding share of Ticketmaster common stock not owned by the
Company was exchanged for 1.126 shares of common stock, par value $.01 per
share, of USAi ("Common Stock"). The acquisition of the controlling interest and
the tax-free merger are referred to as the "Ticketmaster Transaction".
 
On February 12, 1998, the Company acquired USA Networks, a New York general
partnership, consisting of cable television networks USA Network and The Sci-Fi
Channel ("Networks"), as well as the domestic television production and
distribution businesses of Universal Studios ("Studios USA") from Universal
Studios, Inc. ("Universal"), an entity controlled by The Seagram Company Ltd.
("Seagram"), and the Company changed its name to USA Networks, Inc. (the
"Universal Transaction") -- See Note C.
 
Following the Universal Transaction, the Company engages in five principal areas
of business:
 
     - NETWORKS AND TELEVISION PRODUCTION, which includes Networks and Studios
       USA. Networks operates the USA Network and The Sci-Fi Channel cable
       networks and Studios USA produces and distributes television programming.
 
     - ELECTRONIC RETAILING, consisting primarily of the Home Shopping Network
       and America's Store, which are engaged in the electronic retailing
       business.
 
     - TICKETING OPERATIONS, which primarily represents Ticketmaster, the
       leading provider of automated ticketing services in the U.S.
 
     - INTERNET SERVICES, which represents the Company's on-line retailing
       networks business.
 
     - BROADCASTING, which owns and operates television stations.
 
BASIS OF PRESENTATION
 
The interim Condensed Consolidated Financial Statements of the Company are
unaudited and should be read in conjunction with the audited Consolidated
Financial Statements and Notes thereto for the year ended December 31, 1997.
 
In the opinion of the Company, all adjustments necessary for a fair presentation
of such Condensed Consolidated Financial Statements have been included. Such
adjustments consist of normal recurring items. Interim results are not
necessarily indicative of results for a full year. The interim Condensed
Consolidated Financial Statements and Notes thereto are presented as permitted
by the Securities and Exchange Commission and do not contain certain information
included in the Company's audited Consolidated Financial Statements and Notes
thereto.
 
The Condensed Consolidated Financial Statements include the operations of
Networks and Studios USA from the date of acquisition on February 12, 1998.
 
                                      F-51
   205
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
Certain amounts in the Condensed Consolidated Financial Statements for the
quarter and nine months ended September 30, 1997 have been reclassified to
conform to the 1998 presentation.
 
NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
See the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997 for a summary of significant accounting policies.
 
CONSOLIDATION
 
The Condensed Consolidated Financial Statements include the accounts of the
Company and all wholly-owned and voting-controlled subsidiaries. All significant
intercompany transactions and accounts have been eliminated.
 
Investments in which the Company owns a 20%, but less than a controlling voting
interest and where it can exercise significant influence over the operations of
the investee, are accounted for using the equity method. All other investments
are accounted for using the cost method. The Company periodically evaluates the
recoverability of investments recorded under the cost method and recognizes
losses if a decline in value is determined to be other than temporary.
 
REVENUE RECOGNITION
 
  Networks and Television Production
 
Television production revenues are recognized as completed episodes are
delivered. Generally, television programs are first licensed for network
exhibition and foreign syndication, and subsequently for domestic syndication,
cable television and home video. Certain television programs are produced and/or
distributed directly for initial exhibition by local television stations,
advertiser-supported cable television, pay television and/or home video.
Television production advertising revenues (i.e., sales of advertising time
received by Studios USA in lieu of cash fees for the licensing of program
broadcast rights to a broadcast station ("barter syndication")) are recognized
upon both the commencement of the license period of the program and the sale of
advertising time pursuant to non-cancelable agreements, provided that the
program is available for its first broadcast. Foreign minimum guaranteed amounts
are recognized as revenues on the date of the license agreement, provided the
program is available for exhibition.
 
Networks advertising revenue is recognized in the period in which the
advertising commercials are aired on cable networks. Provisions are recorded
against advertising revenues for audience under deliveries ("makegoods").
Affiliate fees are recognized in the period during which the programming is
provided.
 
EARNINGS PER SHARE
 
Basic earnings per share ("Basic EPS") excludes dilution and is computed by
dividing net income by the weighted average number of common shares outstanding
during the period. Diluted earnings per share ("Diluted EPS") reflects the
potential dilution that could occur if stock options and other commitments to
issue common stock were exercised resulting in the issuance of common stock that
would share in the earnings of the Company.
 
                                      F-52
   206
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
COMPREHENSIVE INCOME
 
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). The new rules
establish standards for the reporting of comprehensive income and its components
in financial statements. Comprehensive income consists of net income and other
gains and losses affecting stockholders' equity that, under generally accepted
accounting principles, are excluded from net income. For the Company, such items
consist of unrealized gains and losses on marketable equity investments and
foreign currency translation gains and losses. The adoption of SFAS 130 did not
have a material effect on the Company's primary financial statements, but did
affect the presentation of the accompanying Condensed Consolidated Statement of
Stockholders' Equity.
 
FILM COSTS
 
Film costs consist of direct production costs and production overhead, less
accumulated amortization. Development roster (and related costs) and abandoned
story and development costs are charged to production overhead. Film costs are
stated at the lower of unamortized cost or estimated net realizable value on a
production-by-production basis.
 
Generally, the estimated ultimate costs of completed television productions are
amortized, and participation expenses are accrued, for each production in the
proportion that current period revenue recognized bears to the estimated future
revenue to be received from all sources. Amortization and accruals are made
under the individual film forecast method. Estimated ultimate revenues and costs
are reviewed quarterly and revisions to amortization rates or write-downs to net
realizable value are made as required.
 
Film costs, net of amortization, classified as current assets include the
portion of unamortized costs of television program productions allocated to
network, first run syndication and initial international distribution markets.
The allocated portion of released film costs expected to be recovered from
secondary markets or other exploitation is reported as a noncurrent asset. Other
costs relating to television productions, such as television program development
costs, in-process productions and the television program library, are classified
as noncurrent assets.
 
PROGRAM RIGHTS
 
License agreements for program material are accounted for as a purchase of
program rights. The asset related to the program rights acquired and the
liability for the obligation incurred are recorded at their net present value
when the license period begins and the program is available for its initial
broadcast. The asset is amortized primarily based on the estimated number of
airings. Amortization is computed generally on the straight-line basis as
programs air; however, when management estimates that the first airing of a
program has more value than subsequent airings, an accelerated method of
amortization is used. Other costs related to programming, which include program
assembly, commercial integration and other costs, are expensed as incurred.
Management periodically reviews the carrying value of program rights and records
write-offs, as warranted, based on changes in programming usage.
 
                                      F-53
   207
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
ACCOUNTING ESTIMATES
 
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and footnotes thereto.
Actual results could differ from those estimates.
 
Significant estimates underlying the accompanying Condensed Consolidated
Financial Statements and Notes include the inventory carrying adjustment, sales
return accrual, allowance for doubtful accounts, recoverability of intangibles
and other long-lived assets, management's forecast of anticipated revenues from
the distribution of television product in order to evaluate the ultimate
recoverability of film inventory and amortization of program usage.
 
RECENTLY ISSUED PRONOUNCEMENTS
 
During fiscal 1997, Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
131") was issued. SFAS 131 requires disclosure of financial and descriptive
information about an entity's reportable operating segments under the
"management approach" as defined in the Statement. The Company will adopt SFAS
131 as of December 31, 1998. The impact of adoption of this standard on the
Company's financial statements is not expected to be material.
 
NOTE C -- BUSINESS ACQUISITIONS
 
UNIVERSAL TRANSACTION
 
In connection with the Universal Transaction, USAi paid Universal approximately
$4.1 billion in the form of a cash payment of approximately $1.6 billion, a
portion of which ($300 million plus interest) was deferred until no later than
June 30, 1998, and an effective 45.8% interest in the Company through shares of
common stock, par value $.01 per share, of the Company (the "Common Stock") and
Class B common stock, par value $.01 per share, of the Company (the "Class B
Common Stock"), and shares ("LLC Shares") of a newly formed limited liability
company ("USANi LLC") which are exchangeable (subject to regulatory
restrictions) into shares of Common Stock and Class B Common Stock. At the
closing of the Universal Transaction, USAi contributed its Home Shopping
business to USANi LLC, a subsidiary of USAi. Simultaneously with this
transaction, the remaining 1,178,322 shares of Class B Common Stock,
contingently issuable to Liberty Media Corporation ("Liberty") in connection
with the Mergers, were issued.
 
The Investment Agreement, as amended and restated as of December 18, 1997, among
the Company, Home Shopping, Universal and Liberty (the "Investment Agreement"),
relating to the Universal Transaction also contemplated that, on or prior to
June 30, 1998, the Company and Liberty, a subsidiary of Tele-Communications,
Inc. ("TCI"), would complete a transaction involving a $300 million cash
investment, plus an interest factor, by Liberty in the Company through the
purchase of Common Stock or LLC Shares. The transaction closed on June 30, 1998
with Liberty making a cash payment of $308.5 million in exchange for 15,000,000
LLC shares.
 
The Universal Transaction has been accounted for using the purchase method of
accounting. The purchase price of $4.1 billion including expenses, has been
preliminarily allocated to the assets acquired and liabilities assumed based on
their respective fair values at the date of purchase. The fair value of the
assets acquired and liabilities assumed are summarized below, along with the
excess of the purchase price, including expenses, over the fair value of net
assets, which has been assigned to goodwill.
 
                                      F-54
   208
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 


- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
Current assets..............................................    $  431,955
Non-current assets..........................................       329,549
Goodwill....................................................     4,157,720
Current liabilities.........................................       408,254
Non-current liabilities.....................................       395,439

 
TICKETMASTER TRANSACTION
 
In connection with the Ticketmaster tax-free merger, the Company issued
15,967,200 shares of USAi Common Stock to the public shareholders of
Ticketmaster and converted 3.6 million options to acquire Ticketmaster common
stock into options to acquire USAi Common Stock for a total consideration of
$467.7 million, which has been preliminarily allocated to intangible assets.
 
CITYSEARCH TRANSACTION
 
On September 28, 1998, pursuant to an Amended and Restated Agreement and Plan of
Reorganization among CitySearch, Inc. ("CitySearch"), the Company, Ticketmaster
and certain of its subsidiaries, the Company merged the online ticketing
operations of Ticketmaster ("Ticketmaster Online") into a subsidiary of
CitySearch, a publisher of local city guides on the Web (the "CitySearch
Merger"), to create Ticketmaster Online-CitySearch, Inc. ("TMCS"). The Company
had acquired Ticketmaster Online as part of the Ticketmaster Transaction and has
preliminarily allocated to Ticketmaster Online a total of $154.8 million of the
goodwill resulting from the Company's acquisition of Ticketmaster. The
CitySearch Merger was accounted for using the "reverse purchase" method of
accounting, pursuant to which Ticketmaster Online was treated as the acquiring
entity for accounting purposes, and the portion of the assets and liabilities of
CitySearch acquired were recorded at their respective fair values under the
purchase method of accounting.
 
Prior to the CitySearch Merger, the Company owned approximately 11.8% of
CitySearch, which it had purchased for total consideration of $23.0 million.
Pursuant to the CitySearch Merger, the Company acquired 50.7% of CitySearch in
exchange for an effective 35.2% interest in Ticketmaster Online. The total
purchase price for the acquisition of the additional CitySearch interest was
approximately $120.9 million, substantially all of which was allocated to
goodwill which will be amortized over three years.
 
In connection with the CitySearch Merger, on October 2, 1998, the Company
commenced a Tender Offer to acquire from other TMCS stockholders up to 2,924,339
shares of TMCS common stock. The Company purchased 1,997,502 TMCS shares
pursuant to the Tender Offer, which was completed on November 3, 1998,
representing an additional 3.1% interest in CitySearch, for total consideration
of $17.3 million. Following the completion of the Tender Offer, the Company
beneficially owns approximately 67.9% of TMCS outstanding shares. The CitySearch
Merger and Tender Offer are referred to as the "CitySearch Transaction".
 
In connection with the CitySearch Transaction, the Company recorded a deferred
gain of $65.8 million by exchanging a 35.2% interest in Ticketmaster Online with
a basis of $55.1 million for a 50.7% interest in CitySearch, which had a fair
value of $120.9 million. The gain was deferred because the stockholders of
CitySearch have various put options on their TMCS stock to USAi, which put
options terminate upon the completion of a qualified initial public offering, as
defined. This gain will be recognized at the time of the completion of the TMCS
initial public offering.
 
                                      F-55
   209
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
The following unaudited pro forma condensed consolidated financial information
for the three month and nine month periods ended September 30, 1998 and 1997, is
presented to show the results of the Company, as if the Universal Transaction,
the Ticketmaster Transaction, the CitySearch Transaction and the sale of the SF
Broadcasting televisions stations (See Note J) all occurred at the beginning of
the periods presented. The pro forma results include certain adjustments,
including increased amortization related to goodwill, the reduction of
programming costs for fair value adjustments related to purchase accounting and
the elimination of intercompany revenues and expenses, and are not necessarily
indicative of what the results would have been had those transactions actually
occurred on the aforementioned dates.
 


- --------------------------------------------------------------------------------------------------
                                                     THREE MONTHS ENDED       NINE MONTHS ENDED
                                                        SEPTEMBER 30,           SEPTEMBER 30,
                                                     -------------------   -----------------------
                                                       1998       1997        1998         1997
- --------------------------------------------------------------------------------------------------
                                                         (In thousands, except per share data)
                                                                            
Net revenues.....................................    $643,247   $600,364   $2,008,570   $1,816,386
Net earnings (loss)..............................    $(19,734)  $(20,061)  $   (6,273)  $  (71,035)
                                                     ========   ========   ==========   ==========
Basic earnings (loss) per common share...........    $   (.13)  $   (.13)  $     (.04)  $     (.53)
                                                     ========   ========   ==========   ==========
Diluted earnings (loss) per common share.........    $   (.13)  $   (.13)  $     (.04)  $     (.53)
                                                     ========   ========   ==========   ==========

 
NOTE D -- CREDIT FACILITIES AND CONVERTIBLE SUBORDINATED DEBENTURES
 
On February 12, 1998, the Company, and certain of its subsidiaries, including
USANi LLC as borrower, entered into a new $1.6 billion credit facility (the "New
Facility") with a $40.0 million sub-limit for letters of credit. The New
Facility was used to finance the Universal Transaction and to refinance the
Company's existing facility. The New Facility consists of a $600.0 million
revolving credit facility, a $750.0 million Tranche A Term Loan and a $250.0
million Tranche B Term Loan. On August 5, 1998, the Company repaid the Tranche B
Term Loan in its entirety. The revolving credit facility and the Tranche A Term
Loan mature on December 31, 2002. The New Facility is guaranteed by, and secured
by stock in, substantially all of the Company's material subsidiaries. The
interest rate on borrowings under the New Facility is tied to an alternate base
rate or the London InterBank Rate, in each case, plus an applicable margin. The
interest rate under the New Facility was 6.62% at September 30, 1998. As of
September 30, 1998, there was $750.0 million in outstanding borrowings under the
New Facility and $599.9 million was available for borrowing after taking into
account outstanding letters of credit.
 
On November 23, 1998, the Company completed an offering of $500.0 million 6 3/4%
Senior Notes due 2005, the net proceeds of which, together with cash on hand,
were used to repay a portion of the Tranche A Term Loan. See Note K.
 
As of March 1, 1998, the 5 7/8% Convertible Subordinated Debentures were
converted into 7,499,022 shares of Common Stock.
 
In connection with the acquisition of the remaining interest in Ticketmaster as
of June 24, 1998, the Company repaid all amounts outstanding under the
Ticketmaster Credit Agreement using proceeds from the New Facility.
 
                                      F-56
   210
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
In connection with the sale of the SF Broadcasting television stations on July
16, 1998, the Company repaid all amounts outstanding under the SF Broadcasting
Credit Facility using proceeds from the sale.
 
NOTE E -- INCOME TAXES
 
The Company's effective tax rates of 48.9% and 51.3% for the quarter and nine
months ended September 30, 1998, respectively, are higher than the statutory
rate due primarily to non-deductible goodwill and other acquired intangibles,
losses in non-consolidated foreign joint ventures, and state income taxes.
During the remainder of 1998, the Company's effective tax rate is expected to be
higher than the statutory rate as a result of the items mentioned above.
 
NOTE F -- CONSOLIDATED STATEMENTS OF CASH FLOWS
 
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1998:
 


- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
     ACQUISITION OF NETWORKS AND STUDIOS USA
       Acquisition price....................................   $ 4,115,531
       Less: Amount paid in cash............................    (1,300,983)
                                                               -----------
       Total non-cash consideration.........................   $ 2,814,548
                                                               ===========
     Components of non-cash consideration:
       Deferred purchase price liability....................   $   300,000
       Issuance of Common Shares and Class B Shares.........       277,898
       Issuance of USANi LLC Shares.........................     2,236,650
                                                               -----------
                                                               $ 2,814,548
                                                               ===========
 
     Exchange of Minority Interest in USANi LLC for Deferred
      Purchase Price Liability, including interest..........   $   304,636
                                                               ===========

 
As of March 1, 1998 the 5 7/8% Convertible Subordinated Debentures were
converted to 7,499,022 shares of Common Stock.
 
In connection with the Universal Transaction, the Company issued 1,178,322
shares of Class B Common Stock to Liberty, which represented the remaining
contingently issuable shares in connection with the Mergers.
 
During the nine months ended September 30, 1998, the Company acquired computer
equipment through a capital lease totaling $15.5 million.
 
In connection with the acquisition of the remaining interest in Ticketmaster,
the Company issued 15,967,200 shares of Common Stock.
 
In connection with the sale of the SF Broadcasting television stations, as part
of the total consideration, the Company received a note in the amount of $25.0
million. This note was transferred to the minority interest shareholder of SF
Broadcasting as part of the redemption of their interest.
 
In connection with the CitySearch Transaction, the Company exchanged an
effective 35.2% interest in Ticketmaster Online for a 50.7% interest in
CitySearch.
 
                                      F-57
   211
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
NOTE G -- INVENTORIES
 


- ------------------------------------------------------------------------------------------------
                                                       SEPTEMBER 30,           DECEMBER 31,
                                                           1998                    1997
                                                   ---------------------   ---------------------
INVENTORIES CONSIST OF                             CURRENT    NONCURRENT   CURRENT    NONCURRENT
- ------------------------------------------------------------------------------------------------
                                                                  (In thousands)
                                                                          
     Film costs:
       Released, less amortization...............  $ 70,140    $ 63,408
       In process and unreleased.................    14,609          --
     Programming costs, net of amortization......   178,318     134,521
     Merchandise held for sale...................   173,121          --    $151,100    $     --
     Other.......................................     9,237       4,188          --          --
                                                   --------    --------    --------    --------
               Total.............................  $445,425    $202,117    $151,100    $     --
                                                   ========    ========    ========    ========

 
The Company estimates that approximately 90% of unamortized film costs at
September 30, 1998 will be amortized within the next three years.
 
NOTE H -- SAVOY SUMMARIZED FINANCIAL INFORMATION (UNAUDITED)
 
The Company has not presented separate financial statements and other
disclosures concerning Savoy because management has determined that such
information is not material to holders of the Savoy Debentures, all of which
have been assumed by the Company as a joint and several obligor. The information
presented is reflected at Savoy's historical cost basis.
 


- ------------------------------------------------------------------------------------
                                                                NINE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                              ----------------------
SUMMARIZED OPERATING INFORMATION                               1998         1997
- ------------------------------------------------------------------------------------
                                                                  (In thousands)
                                                                  
     Net revenue............................................  $33,938     $ 50,816
     Operating expenses.....................................   36,432       52,063
     Operating loss.........................................   (2,494)      (8,309)
     Net earnings(loss).....................................   35,118       (6,534)

 


- -----------------------------------------------------------------------------------------------
                                                                SEPTEMBER 30,
                                                             -------------------   DECEMBER 31,
SUMMARY BALANCE SHEET INFORMATION                              1998       1997         1997
- -----------------------------------------------------------------------------------------------
                                                                       (In thousands)
                                                                          
     Current assets........................................  $ 29,140   $ 39,777     $ 31,898
     Non-current assets....................................   132,440    289,171      289,381
     Current liabilities...................................     9,156     33,563       32,836
     Non-current liabilities...............................    55,900    116,360      110,470
     Minority interest.....................................        --    119,091      119,427

 
For the nine months ended September 30, 1998, the Net earnings line includes an
after-tax gain on the sale of the SF Broadcasting television stations totalling
$36.3 million, which has been eliminated in the consolidation of the Company's
financial statements. Amounts include the operations of SF Broadcasting through
July 16, 1998 the date on which the Company sold the SF Broadcasting television
stations -- See Note J.
 
                                      F-58
   212
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
NOTE I -- PROGRAM RIGHTS AND FILM COSTS
 
As of September 30, 1998, the liability for program rights, representing future
payments to be made under program contract agreements amounted to $554.0
million. Annual payments required are $62.2 million for the remainder of 1998,
$176.8 million in 1999, $113.4 million in 2000, $66.9 million in 2001, $49.9
million in 2002 and $84.8 million in 2003 and thereafter. Amounts representing
interest are $24.0 million and the present value of future payments is $530.0
million.
 
As of September 30, 1998, the liability for film costs amounted to $91.6
million. Annual payments are $68.9 million in 1998 and $22.7 million in 1999.
 
Unrecorded commitments for program rights consist of programs for which the
license period has not yet begun or the program is not yet available to air. As
of September 30, 1998, the unrecorded commitments amounted to $664.3 million.
Annual commitments are $6.2 million for the remainder of 1998, $79.1 million in
1999, $129.0 million in 2000, $121.4 million in 2001, $104.4 million in 2002 and
$224.2 million in 2003 and thereafter.
 
NOTE J -- BROADCAST STATION TRANSACTIONS
 
On January 20, 1998, the Company completed the sale of its Baltimore television
station for $80.0 million resulting in a pre-tax gain of $74.9 million during
the first quarter of 1998.
 
On June 18, 1998, the Company purchased a television station serving the
Atlanta, Georgia market for $50 million. On June 18, 1998, the Company completed
the acquisition of the remaining equity interest in an entity which owned three
television stations and immediately sold the television station serving
Portland, Oregon. The two remaining stations serve Orlando, Florida and Rapid
City, South Dakota. The Company sold the station serving Rapid City on October
30, 1998.
 
On July 16, 1998, the Company sold the assets of SF Broadcasting, which owns and
operates four television stations. The total consideration received by SF
Broadcasting was $307 million, of which the Company's share was approximately
$110 million, net of repayment of bank debt outstanding and redemption of
minority interest. No after-tax gain or loss was realized on the disposition of
the SF television stations.
 
NOTE K -- NOTES OFFERING AND GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION
 
On November 23, 1998, the Company completed an offering of $500.0 million 6 3/4%
Senior Notes due 2005 (the "Notes" and "Notes Offering"). Interest is payable on
the Notes on May 15 and November 15 of each year, commencing May 15, 1999.
 
The Company is a holding company that has no operating assets or operations.
Certain of the Company's indirectly owned subsidiaries are held by Home Shopping
through USANi LLC. USANi LLC is a co-obligor of the Notes and Home Shopping is a
guarantor. Substantially all of the significant subsidiaries of Home Shopping
and USANi LLC and substantially all of the significant wholly owned subsidiaries
of the Company (principally subsidiaries engaged in the broadcasting and
ticketing operations) have jointly and severally guaranteed the Company's and
USANi LLC's indebtedness (the "Guarantors") under the Notes. Certain
subsidiaries of the Company, Home Shopping and USANi LLC (the "Non-Guarantor
Subsidiaries") do not guarantee such indebtedness.
 
Except for Holdco which is not wholly owned, full financial statements of the
Guarantors and Non-Guarantor Subsidiaries have not been included because,
pursuant to their respective guarantees, the
 
                                      F-59
   213
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
Guarantors are jointly and severally liable with respect to the Notes.
Management does not believe that the information contained in separate full
financial statements of the wholly owned Guarantors or Non-Guarantor
Subsidiaries would be material to investors, except for information of Home
Shopping. The following are summarized unaudited statements setting forth
certain financial information concerning the Guarantors and Non-Guarantor
Subsidiaries as of and for the nine months ended September 30, 1998 (in
thousands).
 


- --------------------------------------------------------------------------------------------------------
                                                             NON-GUARANTOR                      USAi
                                     USAi      GUARANTORS    SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
- --------------------------------------------------------------------------------------------------------
                                                                             
Current assets..................  $      681   $   992,972     $237,605      $  (143,270)   $ 1,087,988
Property and equipment, net.....          --       192,773       55,968               --        248,741
Goodwill and other intangible
  assets, net...................      80,534     5,820,383      451,186               --      6,352,103
Investment in subsidiaries......   2,596,858     5,862,694           --       (8,459,552)            --
Other assets....................       3,104       573,790       34,709          (33,478)       578,125
                                  ----------   -----------     --------      -----------    -----------
     Total assets...............  $2,681,177   $13,442,612     $779,468      $(8,636,300)   $ 8,266,957
                                  ==========   ===========     ========      ===========    ===========
Current liabilities.............  $   49,193   $ 1,002,661     $255,773      $  (234,066)   $ 1,073,561
Long-term debt, less current
  portion.......................          --       593,156       43,865          111,080        748,101
Other liabilities...............     133,421       624,346       25,587         (384,161)       399,193
Minority interest...............          --     3,529,220       60,118               --      3,589,338
Interdivisional equity..........          --     6,536,327       19,716       (6,556,043)            --
Stockholders' equity............   2,498,563     1,156,902      374,409       (1,573,110)     2,456,764
                                  ----------   -----------     --------      -----------    -----------
     Total liabilities and
       shareholders' equity.....  $2,681,177   $13,442,612     $779,468      $(8,636,300)   $ 8,266,957
                                  ==========   ===========     ========      ===========    ===========
Revenue.........................  $       --   $ 1,554,627     $312,390      $        --    $ 1,867,017
Operating expenses..............      (4,634)   (1,412,672)    (289,465)              --     (1,706,771)
Interest expense, net...........      (5,113)      (68,151)      (9,633)              --        (82,897)
Gain on disposition of broadcast
  stations......................          --        74,940        9,247               --         84,187
Other income (expense), net.....      88,221       (11,260)      (5,015)         (91,653)       (19,707)
Minority interest...............          --       (45,507)       2,511               --        (42,996)
Provision for income taxes......     (52,433)       (4,959)     (15,400)              --        (72,792)
                                  ----------   -----------     --------      -----------    -----------
Net (loss) income...............  $   26,041   $    87,018     $  4,635      $   (91,653)   $    26,041
                                  ==========   ===========     ========      ===========    ===========
Cash flows from operations......  $   (6,005)  $    28,725     $ 24,953      $        --    $    47,673
Cash flows used in investing
  activities....................     (30,064)      (51,998)        (231)              --        (82,293)
Cash flows from financing
  activities....................      36,111       107,457      (35,518)              --        108,050
Cash at the beginning of the
  period........................          --        19,574       23,032               --         42,606
                                  ----------   -----------     --------      -----------    -----------
Cash at the end of the period...  $       42   $   103,758     $ 12,236      $        --    $   116,036
                                  ==========   ===========     ========      ===========    ===========

 
                                      F-60
   214
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
The following are summarized unaudited statements setting forth certain
financial information concerning the Guarantors and Non-Guarantor Subsidiaries
for the nine months ended September 30, 1997 (in thousands).
 


- ------------------------------------------------------------------------------------------------------------
                                                                 NON-GUARANTOR                      USAi
                                           USAi     GUARANTORS   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
- ------------------------------------------------------------------------------------------------------------
                                                                                 
Revenue................................  $     --   $ 744,966      $126,527        $    --        $871,493
Operating expenses.....................    (6,418)   (679,099)     (119,152)            --         804,669
Interest expense, net..................       (27)     (8,629)       (9,472)            --         (18,128)
Other income (expense), net............      (295)     (9,422)          434             --          (9,283)
Minority interest......................        --      (2,390)        2,488             --              98
Provision for income taxes.............   (29,753)         --            --             --         (29,753)
                                         --------   ---------      --------        -------        --------
Net (loss) income......................  $(36,493)  $  45,426      $    825        $    --        $  9,758
                                         ========   =========      ========        =======        ========
Cash flows from operations.............  $ (6,418)  $  16,533      $  7,488        $    --        $ 17,603
Cash flows used in investing
  activities...........................    (8,373)    (56,689)       18,961             --         (46,101)
Cash flows from financing activities...    14,833     109,674       (32,494)            --          92,013
Cash at the beginning of the period....        --      19,574        23,032             --          42,606
                                         --------   ---------      --------        -------        --------
Cash at the end of the period..........  $     42   $  89,092      $ 16,987        $    --        $106,121
                                         ========   =========      ========        =======        ========

 
                                      F-61
   215
 
                         REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
Home Shopping Network, Inc.
 
We have audited the accompanying consolidated balance sheets of Home Shopping
Network, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
consolidated statements of operations, stockholders' equity and cash flows for
the year ended December 31, 1997. Our audits also included the financial
statement schedule listed in the Index at Item 21(b). These financial statements
and the financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and the financial statement schedule based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Home
Shopping Network, Inc. and subsidiaries at December 31, 1997 and 1996, and the
consolidated results of its operations and its cash flows for the year ended
December 31, 1997, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
 
                                                           /s/ ERNST & YOUNG LLP
 
New York, New York
March 13, 1998 except for note Q, as to which
the date is January 11, 1999
 
                                      F-62
   216
 
                          INDEPENDENT AUDITORS' REPORT
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
The Board of Directors
Home Shopping Network, Inc.
 
We have audited the accompanying consolidated statements of operations,
stockholders' equity (prior to the change in capitalization due to the Home
Shopping Merger discussed in Note A) and cash flows of Home Shopping Network,
Inc. for each of the years in the two year period ended December 31, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Home Shopping Network, Inc. and subsidiaries for each of the years in the two
year period ended December 31, 1996 in conformity with generally accepted
accounting principles.
 
                                                                   /s/  KPMG LLP
 
St. Petersburg, Florida
February 25, 1997
 
                                      F-63
   217
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
- --------------------------------------------------------------------------------
 


                                                                      YEARS ENDED
                                                                      DECEMBER 31,
                                                         --------------------------------------
                                                            1997          1996          1995
                                                         ----------    ----------    ----------
                                                                        (PREDECESSOR COMPANY)
                                                                       ------------------------
                                                                     (In thousands)
                                                                            
NET REVENUES.........................................    $1,037,060    $1,014,705    $  919,796
Operating costs and expenses:
  Cost related to revenues...........................       614,799       625,697       602,849
  Selling and marketing..............................       134,101       146,897       167,063
  Engineering and programming........................        81,028        94,598        98,216
  General and administrative.........................        80,838        70,244        77,087
  Other charges......................................            --         2,600        16,007
  Depreciation and amortization......................        65,152        33,483        38,854
                                                         ----------    ----------    ----------
          Total operating costs and expenses.........       975,918       973,519     1,000,076
                                                         ----------    ----------    ----------
          Operating income/(loss)....................        61,142        41,186       (80,280)
Other Income (expense)
  Interest income....................................         1,684         1,826         1,961
  Interest expense...................................        (9,728)       (9,918)      (10,077)
  Miscellaneous......................................       (11,799)       (1,937)         (426)
  Litigation settlements.............................            --         2,105        (6,383)
                                                         ----------    ----------    ----------
                                                            (19,843)       (7,924)      (14,925)
                                                         ----------    ----------    ----------
Earnings before income taxes and minority interest...        41,299        33,262       (95,205)
Income tax (expense)/benefit.........................       (27,490)      (12,641)       33,322
Minority interest....................................            --            (1)           --
                                                         ----------    ----------    ----------
NET EARNINGS/(LOSS)..................................    $   13,809    $   20,620    $  (61,883)
                                                         ==========    ==========    ==========

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-64
   218
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 


- --------------------------------------------------------------------------------------
                                        ASSETS
- --------------------------------------------------------------------------------------
                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 1997          1996
                                                              ----------    ----------
                                                                   (In thousands)
                                                                      
CURRENT ASSETS
Cash and cash equivalents...................................  $   23,022    $   16,274
Accounts and notes receivable, net of allowance of $2,177
  and $2,291, respectively..................................      39,044        33,868
Related party receivables...................................          --         4,713
Inventories, net............................................     145,975       100,527
Deferred income taxes.......................................      24,975        26,941
Other current assets, net...................................       3,838         5,396
                                                              ----------    ----------
          Total current assets..............................     236,854       187,719
 
PROPERTY, PLANT AND EQUIPMENT
Computer and broadcast equipment............................      26,398        12,348
Buildings and leasehold improvements........................      40,898        41,494
Furniture and other equipment...............................      16,525        16,264
                                                              ----------    ----------
                                                                  83,821        70,106
  Less accumulated depreciation and amortization............      12,479           437
                                                              ----------    ----------
                                                                  71,342        69,669
Land........................................................      10,111        10,877
Projects in progress........................................      10,617           980
                                                              ----------    ----------
                                                                  92,070        81,526
OTHER ASSETS
Intangible assets, net......................................   1,169,570     1,190,903
Cable distribution fees, net ($46,459 and $40,892,
  respectively, to related parties).........................     111,292       113,594
Deferred income taxes.......................................      32,579        38,763
Long-term investments and receivables ($8,353 and $10,536,
  respectively, in related parties).........................      16,174        24,981
Other non current assets....................................       4,969         7,622
                                                              ----------    ----------
                                                              $1,663,508    $1,645,108
                                                              ==========    ==========

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-65
   219
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 


- --------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
- --------------------------------------------------------------------------------------
                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 1997          1996
                                                              ----------    ----------
                                                                   (In thousands)
                                                                      
CURRENT LIABILITIES
Current maturities of long-term debt........................  $      270    $      250
Accounts payable............................................      80,105        65,266
Investment subscription payable.............................          --        10,000
Cable distribution fees payable ($19,091 and $9,051,
  respectively, to related parties).........................      43,553        40,716
Sales returns...............................................      12,579        11,672
Income tax payable..........................................       6,169         8,267
Other accrued liabilities...................................      50,309        48,400
                                                              ----------    ----------
          Total current liabilities.........................     192,985       184,571
 
LONG-TERM DEBT (net of current maturities)..................     106,628       107,567
OTHER LONG-TERM LIABILITIES.................................      33,678        61,084
DUE TO PARENT...............................................      25,813         2,423
SHAREHOLDERS' EQUITY
Common stock................................................   1,221,408     1,221,408
Additional paid-in capital..................................      70,755        70,755
Retained earnings...........................................      13,814             5
Unearned compensation.......................................      (1,573)       (2,705)
                                                              ----------    ----------
          Total stockholders' equity........................   1,304,404     1,289,463
                                                              ----------    ----------
                                                              $1,663,508    $1,645,108
                                                              ==========    ==========

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-66
   220
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 


- ---------------------------------------------------------------------------------------------------------------------------------
                                                         CLASS B
                                                       CONVERTIBLE   ADDITIONAL                           UNEARNED
                                            COMMON       COMMON       PAID-IN     RETAINED   TREASURY   COMPENSATION
                                            STOCK         STOCK       CAPITAL     EARNINGS    STOCK        TOTAL         TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                              (In thousands)
                                                                                                  
PREDECESSOR COMPANY
  BALANCE AT JANUARY 1, 1995............  $      776      $200        $167,463    $ 69,560   $(27,136)    $(4,420)     $  206,443
Issuance of common stock upon exercise
  of stock options......................           1        --             902          --         --          --             903
Income tax benefit related to executive
  stock award program and stock options
  exercised.............................          --        --             596          --         --          --             596
Expense related to employee equity
  participation plan....................          --        --              --          --         --       1,020           1,020
Expense related to executive stock award
  program...............................          --        --              --          --         --         795             795
Unearned compensation related to
  employee equity participation plan....          --        --              --          --         --      (1,264)         (1,264)
Unearned compensation related to
  executive stock award program and
  stock options granted.................          --        --              96          --         --         (63)             33
Purchases of treasury stock, at cost....          --        --              --          --    (21,582)         --         (21,582)
Net loss for the year ended December 31,
  1995..................................          --        --              --     (61,883)        --          --         (61,883)
                                          ----------      ----        --------    --------   --------     -------      ----------
PREDECESSOR COMPANY
  BALANCE AT DECEMBER 31, 1995..........         777       200         169,057       7,677    (48,718)     (3,932)        125,061
Issuance of common stock upon exercise
  of stock options......................          17        --          18,058          --         --          --          18,075
Income tax benefit related to executive
  stock award program, stock options
  exercised and employee equity
  participation plan....................          --        --           1,591          --         --          --           1,591
Expense related to employee equity
  participation plan....................          --        --              --          --         --       1,020           1,020
Expense related to executive stock award
  program and stock options.............          --        --              --          --         --         207             207
Net earnings for the year ended December
  31, 1996..............................          --        --              --      20,620         --          --          20,620
                                          ----------      ----        --------    --------   --------     -------      ----------
Equity of Predecessor Company as of
  December 31, 1996 prior to change in
  capitalization due to Home Shopping
  Merger................................         794       200         188,706      28,297    (48,718)     (2,705)        166,574
                                          ==========      ====        ========    ========   ========     =======      ==========
Initial capitalization of Company due to
  Home Shopping Merger..................   1,221,408        --          70,755           5         --      (2,705)      1,285,463
                                          ----------      ----        --------    --------   --------     -------      ----------
BALANCE AT DECEMBER 31, 1996............   1,221,408        --          70,755           5         --      (2,705)      1,289,463
                                          ----------      ----        --------    --------   --------     -------      ----------
Expense related to employee equity
  participation plan....................          --        --              --          --         --       1,020           1,020
Expense related to executive stock award
  program and stock options.............          --        --              --          --         --         112             112
Net earnings for the year ended December
  31, 1997..............................          --        --              --      13,809         --          --          13,809
                                          ----------      ----        --------    --------   --------     -------      ----------
BALANCE AT DECEMBER 31, 1997............  $1,221,408      $ --        $ 70,755    $ 13,814   $     --     $(1,573)     $1,304,404
                                          ==========      ====        ========    ========   ========     =======      ==========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-67
   221
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
- --------------------------------------------------------------------------------
 


                                                                    YEARS ENDED DECEMBER 31,
                                                              ------------------------------------
                                                                 1997         1996         1995
                                                                 ----         ----         ----
                                                                            (PREDECESSOR COMPANY)
                                                                            ----------------------
                                                                         (In thousands)
                                                                                
Cash flows from operating activities:
  Net earnings (loss).......................................  $   13,809    $  20,620    $ (61,883)
  Adjustments to reconcile net earnings (loss) to net cash
    provided by (used in) operating activities:
    Depreciation and amortization...........................      45,222       16,562       26,162
    Amortization of cable distribution fees.................      19,261       17,095       12,692
    Deferred income taxes...................................      13,202       20,675      (32,310)
    Equity in (earnings) losses of unconsolidated
      affiliates............................................      12,492        5,607          302
    Inventory carrying value adjustment.....................      (8,059)      (5,400)      14,468
    Non-cash interest expense...............................       4,218           --           --
    Gain on sale of controlling interest in joint venture...          --       (1,948)          --
    Loss on sale of assets..................................         (57)       1,797        6,040
    Common stock and change in Stock Appreciation Rights
      issued for services provided..........................       1,132        1,227        1,911
    Provision for losses on accounts and notes receivable...         114          624          440
    Minority interest.......................................          --            1           --
    Change in current assets and liabilities:
      (Increase) decrease in accounts and notes
         receivable.........................................      (5,290)     (15,408)      12,576
      (Increase) decrease in inventories....................     (37,389)       6,437        1,635
      (Increase) decrease in other current assets...........       1,558        2,753        3,572
      Increase (decrease) in accounts payable...............      14,839      (19,031)       9,362
      Increase (decrease) in accrued liabilities and income
         taxes payable......................................       3,555        3,041      (24,303)
    Increase in cable distribution fees.....................     (16,959)     (31,529)     (43,874)
    Increase (decrease) deferred and other..................     (27,580)          --           --
    Stock purchases for employee benefit plan...............          --           --       (1,264)
                                                              ----------    ---------    ---------
         NET CASH PROVIDED BY (USED IN) OPERATING
           ACTIVITIES.......................................      34,068       23,123      (74,474)
                                                              ----------    ---------    ---------
Cash flows from investing activities:
  Increase in net long-term investments.....................     (26,979)      (6,645)      (4,000)
  Capital expenditures......................................     (27,742)      (5,381)     (13,004)
  Cash received from sale of controlling interest in joint
    venture.................................................          --        4,924           --
  Increase in other non-current assets......................       1,860       (3,289)        (920)
  Advances on notes receivable..............................          --       (1,000)          --
  Proceeds from sale of assets..............................       2,277          636        8,727
  Proceeds from long-term notes receivable..................         793           48        3,169
  Increase in intangible assets.............................          --          (26)      (2,378)
                                                              ----------    ---------    ---------
         NET CASH USED IN INVESTING ACTIVITIES..............     (49,791)     (10,733)      (8,406)
                                                              ----------    ---------    ---------
Cash flows from financing activities:
  Principal payments on long-term obligations...............        (919)    (146,555)     (11,816)
  Net proceeds from issuance of Convertible Subordinated
    Debentures..............................................          --       97,200           --
  Proceeds from issuance of common stock....................          --       18,075          903
  Borrowings from secured credit facility...................          --       10,000      120,000
  Intercompany liabilities..................................      23,390           --           --
  Payments for purchases of treasury stock..................          --           --      (34,691)
                                                              ----------    ---------    ---------
         NET CASH PROVIDED BY (USED IN) FINANCING
           ACTIVITIES.......................................      22,471      (21,280)      74,396
                                                              ----------    ---------    ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........       6,748       (8,890)      (8,484)
  Cash and cash equivalents at beginning of year............      16,274       25,164       33,648
                                                              ----------    ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR....................  $   23,022    $  16,274    $  25,164
                                                              ==========    =========    =========

 
        The accompanying notes are an integral part of these statements.
                                      F-68
   222
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE A -- ORGANIZATION AND BASIS OF PRESENTATION
 
Home Shopping Network, Inc. (the "Company", "Holdco" or "Home Shopping") is a
holding company, the subsidiaries of which conduct the day-to-day operations of
the Company's various business activities. The Company's primary business is
electronic retailing which is conducted principally by Home Shopping Network
Club ("HSN"), a wholly-owned subsidiary of the Company. On December 20, 1996,
the Company became a subsidiary of USA Networks, Inc. ("USAi"), formerly known
as HSN, Inc., as a result of a merger (the "Home Shopping Merger").
 
The accompanying consolidated balance sheets as of December 31, 1997 and 1996
and the consolidated statement of operations, cash flows and stockholders'
equity for the year ended December 31, 1997 are prepared to reflect the
acquisition of Home Shopping by USAi. The consolidated statements of operations,
cash flows and stockholders' equity for the years ended December 31, 1996 and
1995 are prepared based on the predecessor company's basis of accounting.
 
HOME SHOPPING MERGER
 
On December 20, 1996, the Company consummated the Home Shopping Merger whereby
its shareholders received shares of USAi Common Stock at a ratio of .90 of a
share of USAi Common Stock and 1.08 shares of USAi Class B Common Stock for each
share of Home Shopping Common Stock and Home Shopping Class B Common Stock,
adjusted for the March 1998 stock dividend (See Note Q), respectively. As a
result, 49,331,302 shares of USAi Common Stock and 15,618,222 shares of USAi
Class B Common Stock were received.
 
Upon consummation of the Home Shopping Merger, and because the Home Shopping
Class B Common Stock is entitled to ten votes per share on matters on which both
classes of common stock vote together as a single class, USAi owned 80.1% of the
equity and 90.8% of the voting power of Home Shopping, and Liberty HSN owned
19.9% of the equity and 9.2% of the voting power of Home Shopping. Liberty HSN
is an indirect, wholly-owned subsidiary of Liberty Media Corporation
("Liberty"), which, in turn, is a subsidiary of Tele-Communications, Inc.
("TCI").
 
The Home Shopping Merger has been accounting for using the purchase method of
accounting. The assets and liabilities of Home Shopping were adjusted as of
December 31, 1996 to reflect their respective fair values and the excess of the
purchase price, including expenses, over the fair value of net assets, was
assigned to goodwill. For the period from December 20, 1996 to December 31,
1996, Home Shopping results of operations included net revenues of $30.6 million
and net earnings of $.3 million. See Note C.
 
NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of the significant accounting policies of the Company
consistently applied in the preparation of the accompanying consolidated
financial statements.
 
CONSOLIDATION
 
The consolidated financial statements include the accounts of the Company and
all wholly-owned and voting-controlled subsidiaries. All significant
intercompany transactions and accounts have been eliminated.
 
Investments in which the Company owns a 20%, but not in excess of 50%, interest
and where it can exercise significant influence over the operations of the
investee, are accounted for using the equity
 
                                      F-69
   223
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
method. All other investments are accounted for using the cost method. The
Company periodically evaluates the recoverability of investments recorded under
the cost method and recognizes losses if a decline in value is determined to be
other than temporary.
 
REVENUES
 
Revenues primarily consist of merchandise sales and are reduced by incentive
discounts and sales returns to arrive at net sales. Revenues are recorded for
credit card sales upon transaction authorization, and for check sales upon
receipt of customer payment, which does not vary significantly from the time
goods are shipped. Home Shopping's sales policy allows merchandise to be
returned at the customer's discretion within 30 days of the date of delivery.
Allowances for returned merchandise and other adjustments are provided based
upon past experience.
 
Revenues from all other sources are recognized either upon delivery or when the
service is provided.
 
CASH AND CASH EQUIVALENTS
 
For purposes of reporting cash flows, cash and cash equivalents include cash and
short-term investments. Short-term investments consist primarily of U.S.
Treasury Securities, U.S. Government agencies and certificates of deposit with
original maturities of less than 91 days.
 
INVENTORIES, NET
 
Inventories are valued at the lower of cost or market, cost being determined
using the first-in, first-out method. Cost includes freight, certain warehouse
costs and other allocable overhead. Market is determined on the basis of net
realizable value, giving consideration to obsolescence and other factors.
Inventories are presented net of an inventory carrying adjustment of $19.8
million and $27.9 million at December 31, 1997 and 1996, respectively.
 
PROPERTY, PLANT AND EQUIPMENT
 
Property, plant and equipment, including significant improvements, are recorded
at cost. Repairs and maintenance and any gains or losses on dispositions are
included in operations.
 
Depreciation and amortization is provided for on a straight-line basis to
allocate the cost of depreciable assets to operations over their estimated
service lives.
 


- ---------------------------------------------------------------------------------
                                                                 DEPRECIATION/
ASSET CATEGORY                                                AMORTIZATION PERIOD
- ---------------------------------------------------------------------------------
                                                           
Computer and broadcast equipment............................     3 to 13 Years
Buildings...................................................    30 to 40 Years
Leasehold improvements......................................     4 to 20 Years
Furniture and other equipment...............................     3 to 10 Years

 
Depreciation and amortization expense on property, plant and equipment was $15.3
million, $14.6 million and $20.5 million for the years ended December 31, 1997,
1996 and 1995, respectively.
 
LONG-LIVED ASSETS INCLUDING INTANGIBLES
 
The Company's accounting policy regarding the assessment of the recoverability
of the carrying value of long-lived assets, including property, plant and
equipment, goodwill and other intangibles is to review the carrying value of the
assets if the facts and circumstances suggest that they may be
 
                                      F-70
   224
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
impaired. If this review indicates that the carrying value will not be
recoverable, as determined based on the undiscounted future cash flows of the
Company, the carrying value is reduced to its estimated fair value.
 
CABLE DISTRIBUTION FEES
 
Cable distribution fees relate to upfront fees paid in connection with long term
cable contracts for carriage of Home Shopping's programming. These fees are
amortized to expense on a straight line basis over the terms of the respective
contracts, with original terms from 5 to 15 years. Amortization expense for
cable distribution fees was $19.3 million, $17.1 million and $12.7 million for
the years ended December 31, 1997, 1996 and 1995, respectively.
 
ADVERTISING COSTS
 
Advertising costs are expensed in the period incurred.
 
INCOME TAXES
 
Under Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes", deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
in effect for the year in which those temporary differences are expected to be
recovered or settled.
 
STOCK-BASED COMPENSATION
 
The Company is subject to Statement of Financial Accounting Standards No. 123
"Accounting and Disclosure of Stock-Based Compensation" ("SFAS 123"). As allowed
by SFAS 123, the Company accounts for stock-based compensation in accordance
with APB 25, "Accounting for Stock Issued to Employees." In cases where exercise
prices are less than fair value as of the grant date, compensation is recognized
over the vesting period.
 
Unaudited pro forma financial information, assuming that the Company had adopted
the measurement standards of SFAS 123, is included in Note M.
 
ACCOUNTING ESTIMATES
 
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and footnotes thereto.
Actual results could differ from those estimates.
 
Significant estimates underlying the accompanying consolidated financial
statements and notes include the inventory carrying adjustment, sales return
accrual, allowance for doubtful accounts, recoverability of intangibles and
other long-lived assets, and various other operating allowances and accruals.
 
RECENTLY ISSUED PRONOUNCEMENTS
 
During fiscal 1997, Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS 130") and Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS 131") were issued. SFAS 130 establishes standards
for reporting and display of comprehensive income and its
 
                                      F-71
   225
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
components (revenues, expenses, gains and losses) in a full set of financial
statements. The Company will adopt SFAS 130 as of the first quarter of 1998.
SFAS 131 requires disclosure of financial and descriptive information about an
entity's reportable operating segments under the "management approach" as
defined in the Statement. The Company will adopt SFAS 131 as of December 31,
1998. The impact of adoption of these standards on the Company's financial
statements is not expected to be material.
 
RECLASSIFICATIONS
 
Certain amounts in the prior years' consolidated financial statements have been
reclassified to conform to the 1997 presentation.
 
NOTE C -- HOME SHOPPING MERGER
 
The Home Shopping Merger has been accounted for using the purchase method of
accounting. The purchase price, including expenses, of $1.2 billion has been
allocated to the assets and liabilities acquired based on their respective fair
values at the date of purchase. The fair value of the assets and liabilities
acquired are summarized below, along with the excess of the purchase price,
including expenses, over the fair value of net assets, which has been assigned
to goodwill:
 


- ---------------------------------------------------------------------------
                                                              HOME SHOPPING
- ---------------------------------------------------------------------------
                                                                   (In
                                                               thousands)
                                                           
Current assets..............................................   $  192,000
Non-current assets..........................................      257,000
Goodwill....................................................    1,197,000
Current liabilities.........................................      198,000
Non-current liabilities.....................................      227,000

 
Goodwill is amortized using the straight-line method over 40 years.
 
The following unaudited pro forma condensed financial information for the year
ended December 31, 1996, is presented to show the results of the Company for the
full period, as if the Home Shopping Merger occurred at the beginning of the
year presented. The pro forma results include certain adjustments, including
increased amortization related to goodwill, the reduction of cable and broadcast
fees for fair value adjustments related to purchase accounting and the
elimination of intercompany revenues and expenses, and are not necessarily
indicative of what the results would have been had the Home Shopping Merger
actually occurred on January 1, 1996.
 


- --------------------------------------------------------------------------
                                                               YEAR ENDED
                                                              DECEMBER 31,
                                                                  1996
- --------------------------------------------------------------------------
                                                                  (In
                                                               thousands)
                                                           
Net revenues................................................   $1,014,705
Net earnings................................................        2,669

 
NOTE D -- INTANGIBLE ASSETS
 
Intangible assets represents goodwill which is amortized using the straight-line
method over 40 years.
 
Goodwill primarily relates to the Company's acquisition by USAi and represents
the excess of purchase price over the fair value of assets acquired and is net
of accumulated amortization of $38.4 million and $4.1 million at December 31,
1997 and 1996, respectively.
 
                                      F-72
   226
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE E -- LONG-TERM INVESTMENTS AND NOTES RECEIVABLE
 
Investments accounted for under the equity method include the following; a 29%
interest in both Home Order Television GmbH & Co. KG ("HOT") and its general
partner (collectively the "HOT Interest") and a 30% interest in Jupiter Shop
Channel Co. Ltd. ("Shop Channel"). At December 31, 1997 and 1996, the Company's
net investment in these ventures were $15.6 million and $11.1 million,
respectively. The HOT interest is subject to certain restrictions and other
provisions regarding transferability.
 
The Company has other investments accounted for under the cost method totaling
$.6 million at December 31, 1997 and 1996, respectively.
 
The Company has notes receivable of $.8 million and $1.6 million net of the
current portion of $.2 million at December 31, 1997 and 1996, respectively.
Certain notes receivable are collateralized by stock pledges and security
interests in all of the tangible and intangible assets in the investee companies
to the full extent permitted by law.
 
NOTE F -- LONG-TERM OBLIGATIONS
 


- ---------------------------------------------------------------------------------
                                                                 DECEMBER 31,
                                                              -------------------
                                                                1997       1996
- ---------------------------------------------------------------------------------
                                                                (In thousands)
                                                                   
Unsecured $100,000,000 5 7/8% Convertible Subordinated
  Debentures (the "Home Shopping Debentures") due March 1,
  2006 convertible into USAi Common Stock at a conversion
  price of $13.34 per share.................................  $106,338   $107,007
Other long-term obligations.................................       560        810
                                                              --------   --------
Total long-term obligations.................................   106,898    107,817
Less current maturities.....................................      (270)      (250)
                                                              --------   --------
Long-term obligations, net of current maturities............  $106,628   $107,567
                                                              ========   ========

 
The Home Shopping Debentures were all converted by the holders into shares of
USAi Common Stock on or prior to March 1, 1998. See Note Q.
 
                                      F-73
   227
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE G -- INCOME TAXES
 
In connection with the Home Shopping Merger on December 20, 1996, Home Shopping
became a subsidiary of USAi and began to be included in the consolidated federal
tax returns of USAi. Federal income tax expense from December 20, 1996
represents an allocation of income tax expense from USAi, calculated as if Home
Shopping was a separate filer for federal tax purposes.
 
A reconciliation of total income tax expense to the amounts computed by applying
the statutory federal income tax rate to earnings (loss) before income taxes is
shown as follows:
 


- -------------------------------------------------------------------------------------------
                                                                       YEARS ENDED
                                                                      DECEMBER 31,
                                                              -----------------------------
                                                               1997       1996       1995
- -------------------------------------------------------------------------------------------
                                                                     (In thousands)
                                                                          
Income tax expense (benefit) at the federal statutory rate
  of 35%....................................................  $14,454   $ 11,641   $(33,322)
Amortization of goodwill and other intangibles..............   10,916        612      1,629
State income taxes, net of effect of federal tax benefit....      723      1,209     (1,778)
Non-deductible portion of executive compensation............       --         --       (688)
Other, net..................................................    1,397       (821)       837
                                                              -------   --------   --------
Income tax expense (benefit)................................  $27,490   $ 12,641   $(33,322)
                                                              =======   ========   ========

 
The components of income tax expense are as follows:
 


- -------------------------------------------------------------------------------------------
                                                                       YEARS ENDED
                                                                      DECEMBER 31,
                                                              -----------------------------
                                                               1997       1996       1995
- -------------------------------------------------------------------------------------------
                                                                     (In thousands)
                                                                          
Current income tax expense:
  Federal...................................................  $12,795   $ (8,703)  $ (1,023)
  State.....................................................    1,112        669         11
                                                              -------   --------   --------
          Current income tax expense........................   13,907     (8,034)    (1,012)
                                                              -------   --------   --------
Deferred income tax expense (benefit):
  Inventory costing.........................................    3,446        545     (4,421)
  Provision for accrued liabilities.........................    1,030        (83)    (1,407)
  Depreciation for financial statements in (excess of) less
     than tax...............................................    1,590       (552)    (2,207)
  Amortization of goodwill and other intangibles............    5,223     (2,748)    (1,775)
  Net operating loss carryover..............................    1,561     21,928    (23,489)
  (Decrease) increase in valuation allowance for deferred
     tax assets.............................................    1,320        506        240
  Other, net................................................     (587)     1,079        749
                                                              -------   --------   --------
          Deferred income tax expense (benefit).............   13,583     20,675   $(32,310)
                                                              -------   --------   --------
          Total income tax expense (benefit)................  $27,490   $ 12,641   $(33,322)
                                                              =======   ========   ========

 
                                      F-74
   228
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
The tax effects of cumulative temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities at
December 31, 1997 and 1996, are presented below. The valuation allowance
represents items for which it is more likely than not that the tax benefit will
not be realized.
 


- -----------------------------------------------------------------------------------
                                                                  DECEMBER 31,
                                                              ---------------------
                                                                1997        1996
- -----------------------------------------------------------------------------------
                                                                 (In thousands)
                                                                    
Current deferred tax assets:
  Inventory costing.........................................  $  6,348    $   9,794
  Provision for accrued expenses............................     6,074        5,265
  Other.....................................................    12,553       11,882
                                                              --------    ---------
          Total current deferred tax assets.................  $ 24,975    $  26,941
                                                              ========    =========
Non-current deferred tax assets (liabilities):
  Broadcast and cable fee contracts.........................  $ 19,833    $  22,063
  Other.....................................................    22,254       23,298
                                                              --------    ---------
          Total non-current deferred tax assets.............    42,087       45,361
          Less valuation allowance..........................    (3,061)      (1,741)
                                                              --------    ---------
          Net non-current deferred tax assets...............  $ 39,026    $  43,620
Deferred tax liabilities:
  Depreciation for tax in excess of financial statements....    (6,447)      (4,857)
                                                              --------    ---------
          Net non-current deferred tax assets...............  $ 32,579    $  38,763
                                                              ========    =========

 
At December 31, 1996, the Company had net operating loss carryforwards ("NOL")
for federal income tax purposes of $8.6 million, which were available to offset
future federal taxable income, if any, through 2012. At December 31, 1997, there
were no remaining NOL's.
 
During 1997, the Internal Revenue Service ("IRS") completed the examination of
Home Shopping's federal income tax returns for fiscal years 1992 through 1994
and assessed Home Shopping additional income tax plus interest. Home Shopping
filed a protest with the IRS regarding the assessment. The protest is currently
pending review by the IRS Appeals Office. Management believes the ultimate
resolution of any tax audits will not have a significant impact on the Company's
consolidated financial statements.
 
                                      F-75
   229
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE H -- COMMITMENTS AND CONTINGENCIES
 
The Company leases satellite transponders, computers, warehouse and office
space, as well as broadcast and production facilities, equipment and services
used in connection with its operations under various operating leases and
contracts, many of which contain escalation clauses.
 
Future minimum payments under non-cancellable agreements are as follows:
 


- ----------------------------------------------------------------------------
                        YEARS ENDING
                        DECEMBER 31,
- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
1998........................................................     $ 28,925
1999........................................................       27,583
2000........................................................       27,665
2001........................................................       28,589
2002........................................................       21,318
Thereafter..................................................        6,683
                                                                 --------
                                                                 $140,763
                                                                 ========

 
Expenses charged to operations under these agreements were $20.0 million, $14.2
million, and $13.3 million for the years ended December 31, 1997, 1996 and 1995,
respectively.
 
The Company is required to provide funding, from time to time, for the
operations of its investments in joint ventures accounted for under the equity
method.
 
NOTE I -- OTHER CHARGES
 
During 1996 and 1995, the Company recorded total net pre-tax special charges of
$2.2 million and $42.3 million respectively, as detailed below.
 
The $2.6 million of other charges in 1996 related to work force reductions and
certain other expenses associated with the closings of three outlet stores and
one fulfillment center.
 
During 1995, in connection with new management's sales and merchandising
philosophy, an overall analysis of the Company's inventory was conducted and it
was determined that certain merchandise was not compatible with this new
philosophy. As a result, such merchandise was liquidated through means other
than the Company's normal retailing channels. Accordingly, management increased
the Company's inventory carrying adjustment by $12.1 million to $33.3 million at
December 31, 1995, to reflect the net realizable value of the Company's
inventory.
 
During 1995, the Company recorded $11.9 million in other charges. These
consisted of severance pay of $4 million related to a reduction in work force,
$4.8 million of payments to certain executives as provided for under their
employment agreements in connection with the termination of their employment and
the write-off of certain equipment maintenance and contractual fees totaling
$1.8 million related to service contracts which the Company no longer utilizes.
In addition, the Company recorded a write-down of inventory totaling $1.3
million to net realizable value based on the disposition of Ortho-Vent's assets.
An additional $2.4 million, related to name lists of Ortho-Vent were written off
and included in depreciation and amortization in 1995.
 
During 1995, the Company recorded charges of $4.1 million covering employee and
other costs related to the closing of its fulfillment center in Reno, Nevada.
The facility was closed by June 30,
 
                                      F-76
   230
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
1995. During the years ended December 31, 1997, 1996 and 1995, payments totaling
$1.2 million, $.8 million and $1.2 million, respectively, were made related to
this charge.
 
Interest expense in 1995 included $.8 million of bank fees related to the Credit
Facility which were amortized based on the Company's intent to seek refinancing
of this debt prior to its contractual maturity. For the year ended December 31,
1996, miscellaneous expense included $1.7 million related to the write-down of
fulfillment center equipment. Miscellaneous expense in 1995 included the write-
down of computer equipment no longer in use with a net book value of $4.7
million.
 
Estimated costs related to pending and settled litigation for the year ended
December 31, 1995 totaled $6.4 million. In 1996, actual settlement costs related
to the pending matters were less than the original estimate, resulting in a
credit of $2.1 million.
 
NOTE J -- LITIGATION
 
In the ordinary course of business, the Company is engaged in various lawsuits.
In the opinion of management, the ultimate outcome of the various lawsuits
should not have a material impact on the liquidity, results of operations or
financial condition of the Company.
 
NOTE K -- BENEFIT PLANS
 
The Company offers various plans pursuant to Section 401(k) of the Internal
Revenue Code (the "Plans") covering substantially all full-time employees who
are not party to collective bargaining agreements. The Company's share of the
matching employer contributions is set at the discretion of the Board of
Directors or the applicable committee thereof.
 
In 1994 the Company adopted the Home Shopping Network, Inc. Employee Equity
Participation Plan (the "Equity Plan"). The Equity Plan covers all Home Shopping
employees who have completed one year and at least 1,000 hours of service, are
at least 21 years of age, are not highly compensated as defined in the Equity
Plan agreement, and did not hold options to purchase shares of Home Shopping
Common Stock. The Board of Directors has not made any additional grants under
the Equity Plan for any period subsequent to June 30, 1995.
 
NOTE L -- STOCK OPTION PLANS
 
In connection with the Home Shopping Merger, the options granted by the Company
under various stock option plans were converted at the date of the merger to
options in USAi.
 
USAi has various stock option plans (the "Plans") under which options to
purchase USAi Common Stock (at not less than fair market value on the date of
the grant) may be granted to employees of the Company. The options under the
Plans vest ratably, generally over a range of three to five years from the date
of grant and generally expire not more than 10 years from the date of grant.
Three of the Plans have options available for future grants.
 
USAi also has outstanding options to outside directors under one plan (the
"Directors Plan") which provides for the grant of options to purchase USAi
Common Stock at not less than fair market value on the date of the grant. The
options under the Directors Plan vest ratably, generally over three years from
the date of grant and expire not more than 10 years from the date of grant.
 
                                      F-77
   231
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
A summary of changes in outstanding USAi options under the stock option plans
with respect to employees and/or directors of the Company is as follows:
 


                                                          DECEMBER 31,
                                ----------------------------------------------------------------
                                      1997                  1996                    1995
                                ----------------    --------------------    --------------------
                                          PRICE                 PRICE                   PRICE
                                SHARES    RANGE     SHARES      RANGE       SHARES      RANGE
                                -------   ------    ------   -----------    ------   -----------
                                                                   
Outstanding at beginning of
  period......................   16,299   $ 1-74    18,142   $3.61-16.39     4,359   $3.61-16.39
  Granted or issued in
     connection with
     mergers..................   11,580   $10-19       501   $7.09-15.98    14,612   $7.50-11.53
  Exercised...................     (968)  $ 1-16    (1,482)  $4.12-13.06      (149)  $ 3.61-9.44
  Cancelled...................     (548)  $ 5-74      (862)  $4.90-16.39      (680)  $4.90-16.26
  Options held by employees
     and outside directors of
     USAi.....................    6,573   $ 1-16        --            --        --   $        --
                                 ------             ------                  ------
Outstanding at end of
period........................   32,936   $ 1-74    16,299   $   1-16.39    18,142   $3.61-16.39
                                 ------             ------                  ------
                                 ------             ------                  ------
Options exercisable...........   10,840              4,650                   2,372
                                 ------             ------                  ------
                                 ------             ------                  ------
Available for grant...........   12,192              2,174                   3,332
                                 ------             ------                  ------
                                 ------             ------                  ------

 
The weighted average exercise prices during the year ended December 31, 1997 was
$18.77, $7.40 and $14.69 for options granted, exercised and cancelled,
respectively. The weighted average fair value of options granted during the year
was $11.81.
 
The weighted average exercise prices during the year ended December 31, 1996,
were $10.79, $10.98 and $11.01 for options granted, exercised and cancelled,
respectively. The weighted average fair value of options granted during the year
was $21.46.
 


                                               OPTIONS OUTSTANDING                         OPTIONS EXERCISABLE
                               ---------------------------------------------------   -------------------------------
                               OUTSTANDING AT       WEIGHTED           WEIGHTED      EXERCISABLE AT      WEIGHTED
                                DECEMBER 31,    AVERAGE REMAINING      AVERAGE        DECEMBER 31,       AVERAGE
RANGE OF EXERCISE PRICE             1997        CONTRACTUAL LIFE    EXERCISE PRICE        1997        EXERCISE PRICE
- -----------------------        --------------   -----------------   --------------   --------------   --------------
                                                                                          (in
                               (in thousands)                                          thousands)
                                                                                       
$1.00 to $5.00...............         170              3.3              $ 3.12              170           $ 3.12
$5.01 to $10.00..............      14,430              7.9                9.42            7,305             9.40
$10.01 to $15.00.............       5,622              7.8               11.50            2,401            11.56
$15.01 to $20.00.............      12,629              9.5               18.63              879            15.64
Over $20.00..................          85              4.3               44.57               85            44.57
                                   ------                                                ------
                                   32,936              8.4               13.36           10,840            10.56
                                   ======                                                ======

 
USAi has not issued options to any of the Company's employees and/or directors
with an exercise price below fair market value. Accordingly, in accordance with
Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to
Employees", no compensation cost has been charged to the Company by USAi.
 
Pro forma information regarding net income and earnings per share is required by
Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation." The information is determined as if the Company has accounted for
its employee stock options granted subsequent to December 31, 1994 under the
fair market value method for the Transferred Employees and Directors. The fair
value for these options was estimated at the date of grant using a Black-
Scholes option pricing model with the following weighted-average assumptions for
1997 and periods prior to 1997: risk-free interest rate of 5.5% and 6.4%,
respectively; a dividend yield of zero; a
 
                                      F-78
   232
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
volatility factor of .713 and .0057, respectively, based on the expected market
price of USAi Common Stock based on historical trends; and a weighted-average
expected life of the options of five years.
 
The Black-Scholes option valuation model was developed for use in estimating the
fair market value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options and because changes in the subjective
input assumptions can materially affect the fair market value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.
 
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma information follows:
 


                                         YEARS ENDED DECEMBER 31,
                                         ------------------------
                                                   1997
                                                   ----
                                              (in thousands)
                                      
Pro forma net earnings (loss)..........          $(3,583)

 
These pro forma amounts may not be representative of future disclosures since
the estimated fair value of stock options is amortized to expense over the
vesting period and additional options may be granted in future years.
 
NOTE M -- STATEMENTS OF CASH FLOWS
 
Supplemental disclosure of cash flow information:
 


- ------------------------------------------------------------------------------------------
                                                                YEARS ENDED DECEMBER 31,
                                                              ----------------------------
                                                               1997      1996       1995
- ------------------------------------------------------------------------------------------
                                                                     (In thousands)
                                                                          
CASH PAID DURING THE PERIOD FOR:
  Interest..................................................  $5,875    $ 9,118    $ 6,896
  Income tax payments.......................................   6,339      1,017      1,707
  Income tax refund.........................................   5,732     14,648     11,258

 
NOTE N -- RELATED PARTY TRANSACTIONS
 
Due to Parent as of December 31, 1997 generally represents net amounts
transferred to Home Shopping from USAi to fund operations and other related
items.
 
Certain corporate overhead costs were allocated to the Company in 1997 based
upon the management estimation of the fair value of those services. Amounts
charged in 1997 were $7.4 million.
 
As of December 31, 1997, the Company was involved in several agreements with
related parties as follows:
 
The Company is a partner in Shop Channel, an entity in which TCI, through a
subsidiary, has an indirect ownership interest. In the ordinary course of
business, Home Shopping has sold inventory to Shop Channel and recorded
receivables of $.8 million and $.7 million for those sales and other services
provided at December 31, 1997 and 1996, respectively. The Company's net
investment in Shop Channel was $2.5 million and $.5 million at December 31, 1997
and 1996, respectively.
 
                                      F-79
   233
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
In the normal course of business, the Company enters into agreements with the
operators of cable television systems and operators of broadcast television
stations for the carriage of Home Shopping programming. The Company has entered
into agreements with a number of cable operators that are affiliates of TCI.
These long-term contracts provide for a minimum subscriber guarantee and
incentive payments based on the number of subscribers. Cash paid by the Company
to TCI and certain of its affiliates under these contracts for cable commissions
and advertising was $9.4 million, $7.9 million and $7.2 million for calendar
years 1997, 1996, and 1995, respectively.
 
Home Shopping has affiliation agreements with SilverKing Broadcasting ("SKC"), a
wholly owned subsidiary of USAi, which provide for SKC's broadcast television
stations to air Home Shopping's programming on a full-time basis. Expense
related to affiliation agreements with SKC for the years ended December 31,
1997, 1996 and 1995 was $41.7 million, $41.6 million and $41.3 million
respectively.
 
As of December 31, 1997, SKTV, Inc. a wholly-owned subsidiary of USAi, the
Company parent, owned a 33.4% membership interest in Blackstar. The Company
currently maintains broadcast affiliation agreements with stations for which
Blackstar is the parent company. The Company recorded affiliation payments of
$4.8 million and $4.7 million for calendar years 1997 and 1996.
 
NOTE O -- FINANCIAL INSTRUMENTS
 
The additional disclosure below of the estimated fair value of financial
instruments was made in accordance with the requirements of Statements of
Financial Accounting Standards No. 107. The estimated fair value amounts have
been determined by the Company using available market information and
appropriate valuation methodologies when available. The carrying value of all
current assets and current liabilities approximates fair value due to their
short-term nature.


- -----------------------------------------------------------------------------------------------
                                                     DECEMBER 31, 1997      DECEMBER 31, 1996
                                                    --------------------   --------------------
                                                    CARRYING      FAIR     CARRYING      FAIR
                                                     AMOUNT      VALUE      AMOUNT      VALUE
                                                                           
- -----------------------------------------------------------------------------------------------
 

                                                                  (In thousands)
                                                                           
Cash and cash equivalents.........................  $ 23,022    $ 23,022   $ 16,274    $ 16,274
Long-term investments.............................    21,143      21,143     24,981      31,202
Long-term debt....................................   106,628     106,628    107,567     107,567

 
NOTE P -- SUBSEQUENT EVENTS (UNAUDITED)
 
On January 23, 1998, Home Shopping gave notice that it elected to redeem on
March 1, 1998, at a redemption price of 104.7% of the principal amount, all of
the outstanding Home Shopping Debentures. The Home Shopping Debentures were all
converted by the holders into shares of USAi Common Stock on or prior to March
1, 1998.
 
USANi LLC ("USANi LLC"), a Delaware limited liability company, was formed on
February 12, 1998 and is a subsidiary of Home Shopping. At its formation, USAi
and Home Shopping contributed substantially all of the operating assets and
liabilities of Home Shopping to USANi LLC in exchange for Class A shares in
USANi LLC.
 
On February 12, 1998, USANi LLC acquired USA Networks, a New York general
partnership, consisting of cable television networks, USA Network and The Sci-Fi
Channel ("Networks"), as well as the domestic television production and
distribution businesses of Universal Studios ("Studios
 
                                      F-80
   234
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
USA") from Universal Studios, Inc. ("Universal"), an entity controlled by The
Seagram Company Ltd. ("Seagram") (the "Universal Transaction").
 
In connection with the Universal Transaction, USANi LLC paid Universal
approximately $4.1 billion in the form of a cash payment of approximately $1.6
billion, a portion of which ($300 million plus interest) was deferred until no
later than June 30, 1998, and an effective 45.8% interest in USAi through shares
of common stock, par value $.01 per share, of USAi (the "USAi Common Stock") and
Class B common stock, par value $.01 per share, of USAi (the "USAi Class B
Common Stock"), and Class B USANi LLC Shares exchangeable (subject to regulatory
restrictions) into shares of USAi Common Stock and USAi Class B Common Stock.
 
The Investment Agreement, as amended and restated as of December 18, 1997, among
USAi, Home Shopping, Universal and Liberty (the "Investment Agreement"),
relating to the Universal Transaction also contemplated that, on or prior to
June 30, 1998, USANi LLC and Liberty, would complete a transaction involving a
$300 million cash investment, plus an interest factor, by Liberty in USAi and/or
USANi LLC through the purchase of USAi Common Stock or Class C USANi LLC Shares.
The transaction closed on June 30, 1998 with Liberty making a cash payment of
$308.5 million in exchange for 15,000,000 Class C USANi LLC Shares.
 
On February 12, 1998, USAi, and certain of its subsidiaries, including USANi LLC
as borrower, entered into a new $1.6 billion credit facility (the "New
Facility") with a $40.0 million sub-limit for letters of credit. The New
Facility was used to finance the Universal Transaction and to refinance USAi
debt. The New Facility consists of a $600.0 million revolving credit facility, a
$750.0 million "Tranche A Term Loan" and a $250.0 million "Tranche B Term Loan".
On August 5, 1998, USANi LLC repaid the Tranche B Term Loan in its entirety. On
November 23, 1998, USANi LLC repaid $500.0 million of the Tranche A Term Loan.
The revolving credit facility and Tranche A Term Loan mature on December 31,
2002. The New Facility is guaranteed by, and secured by stock in, substantially
all of the USAi's material subsidiaries. The interest rate on borrowings under
the New Facility is tied to an alternate base rate or the London InterBank Rate,
in each case, plus an applicable margin.
 
In February 1998, USAi entered into a letter of intent to acquire the remaining
outstanding interest in Blackstar for $17.0 million. In March 1998, Blackstar
agreed to sell a television broadcasting station in Salem, Oregon for $30.0
million. Home Shopping agreed to terminate its affiliation agreement with the
Salem, Oregon station, as well as affiliation agreements with two other
stations, for the payment of $15.0 million.
 
NOTE Q -- GUARANTEE OF NOTES
 
USAi issued $500.0 million 6 3/4% Senior Notes due 2005 (the "Notes"). USANi LLC
is a co-obligor of the Notes. Home Shopping is a guarantor of the Notes.
Substantially all of the significant subsidiaries of USANi LLC and substantially
all of the significant wholly owned subsidiaries of USAi (principally
subsidiaries engaged in the broadcasting and ticketing operations) have jointly
and severally guaranteed USAi's indebtedness. Certain subsidiaries of USANi LLC
do not guarantee the indebtedness.
 
                                      F-81
   235
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
- --------------------------------------------------------------------------------
 


                                                                      NINE MONTHS ENDED
                                                                        SEPTEMBER 30,
                                                              ----------------------------------
                                                                   1998               1997
                                                                   ----               ----
                                                                        (In thousands)
                                                                           
NET REVENUES
  Networks and television production........................    $  757,305          $--
  Electronic retailing......................................       776,417           743,893
  Internet services.........................................        14,467             8,511
                                                                ----------          --------
          Total net revenues................................     1,548,189           752,404
                                                                ----------          --------
Operating costs and expenses:
  Cost related to revenues..................................       482,030           444,035
  Program costs.............................................       408,948           --
  Other costs...............................................       383,387           214,058
  Depreciation and amortization.............................       125,952            48,516
                                                                ----------          --------
          Total operating costs and expenses................     1,400,317           706,609
                                                                ----------          --------
          Operating income..................................       147,872            45,795
                                                                ----------          --------
Other income (expense):
  Interest income...........................................        12,874             1,342
  Interest expense..........................................       (78,522)           (7,360)
  Miscellaneous.............................................       (16,273)           (9,299)
                                                                ----------          --------
                                                                   (81,921)          (15,317)
Earnings before income taxes and minority interest..........        65,951            30,478
Income tax expense..........................................       (26,376)          (20,115)
Minority interest...........................................       (42,768)          --
                                                                ----------          --------
NET EARNINGS (LOSS).........................................    $   (3,193)         $ 10,363
                                                                ==========          ========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-82
   236
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


- ---------------------------------------------------------------------------------------------
                                           ASSETS
                                                                           
- ---------------------------------------------------------------------------------------------
 

                                                            SEPTEMBER 30,        DECEMBER 31,
                                                                1998                 1997
                                                            -------------        ------------
                                                                     (In thousands)
                                                                           
CURRENT ASSETS
Cash and cash equivalents.................................   $  125,245           $   23,022
Accounts and notes receivable, net of allowance of $14,819
  and $2,177, respectively................................      230,157               39,044
Inventories, net..........................................      437,797              145,975
Other current assets, net.................................       40,896               28,813
                                                             ----------           ----------
          Total current assets............................      834,095              236,854
 
PROPERTY, PLANT AND EQUIPMENT
Computer and broadcast equipment..........................       65,321               26,398
Buildings and leasehold improvements......................       52,032               40,898
Furniture and other equipment.............................       44,161               16,525
                                                             ----------           ----------
                                                                161,514               83,821
  Less accumulated depreciation and amortization..........      (34,769)             (12,479)
                                                             ----------           ----------
                                                                126,745               71,342
Land......................................................       10,123               10,111
Projects in progress......................................       16,167               10,617
                                                             ----------           ----------
                                                                153,035               92,070
OTHER ASSETS
Intangible assets, net....................................    5,243,669            1,169,570
Cable distribution fees, net ($41,765 and $46,459,
  respectively, to related parties).......................       97,596              111,292
Long-term investments and receivables ($7,763 and $8,353,
  respectively, in related parties).......................      132,260               21,143
Inventories, net..........................................      197,929                   --
Advances to USAi and subsidiaries.........................      149,904                   --
Deferred charges and other, net...........................      107,941               32,579
                                                             ----------           ----------
                                                             $6,916,429           $1,663,508
                                                             ==========           ==========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-83
   237
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 


- ----------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------
                                                              SEPTEMBER 30,      DECEMBER 31,
                                                                  1998               1997
                                                              --------------      ----------
                                                                       (In thousands)
                                                                          
CURRENT LIABILITIES
Current maturities of long-term debt........................    $   60,341        $      270
Accounts payable............................................       140,971            80,105
Obligations for program rights and film costs...............       275,362                --
Cable distribution fees payable ($18,578 and $19,091,
  respectively, to related parties).........................        28,862            43,553
Obligation for makegoods....................................        36,464                --
Deferred revenue............................................        33,836                --
Other accrued liabilities...................................       187,109            69,057
                                                                ----------        ----------
          Total current liabilities.........................       762,945           192,985
 
LONG-TERM DEBT (net of current maturities)..................       704,266           106,628
OBLIGATIONS FOR PROGRAM RIGHTS AND FILM COSTS, net of
  current...................................................       346,251                --
OTHER LONG-TERM LIABILITIES.................................        24,134            33,678
DUE TO PARENT...............................................            --            25,813
 
MINORITY INTEREST...........................................     3,770,146                --
 
STOCKHOLDERS' EQUITY
Common Stock................................................     1,221,408         1,221,408
Additional paid-in capital..................................        70,755            70,755
Retained earnings...........................................        10,621            13,814
Unearned compensation.......................................        (1,573)           (1,573)
Unrealized gain.............................................         7,476                --
                                                                ----------        ----------
          Total stockholders' equity........................     1,308,687         1,304,404
                                                                ----------        ----------
                                                                $6,916,429        $1,663,508
                                                                ==========        ==========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-84
   238
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
      CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
- --------------------------------------------------------------------------------
 


                                                                       ADDITIONAL
                                                            COMMON       PAID-IN      RETAINED       UNEARNED     UNREALIZED
                                               TOTAL        STOCK        CAPITAL      EARNINGS     COMPENSATION      GAINS
- -----------------------------------------------------------------------------------------------------------------------------
                                                                              (In thousands)
                                                                                                
BALANCE AT JANUARY 1, 1998.................  $1,304,404   $1,221,408   $   70,755     $ 13,814       $(1,573)            --
Comprehensive Income:
  Net loss for the
    nine months ended September 30, 1998...      (3,193)          --           --       (3,193)           --             --
  Increase in unrealized gains in available
    for sale securities....................       7,476           --           --           --            --        $ 7,476
                                             ----------
      Comprehensive income.................       4,283
                                             ----------
                                                          ----------   ----------     --------       -------        -------
                                             ----------
BALANCE AT SEPTEMBER 30, 1998..............  $1,308,687   $1,221,408   $   70,755     $ 10,621       $(1,573)       $ 7,476
                                             ==========   ==========   ==========     ========       =======        =======

 
        The accompanying notes are an integral part of these statements.
 
                                      F-85
   239
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
- --------------------------------------------------------------------------------
 


                                                                NINE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                              ----------------------
                                                                 1998         1997
                                                                 ----         ----
                                                                  (In thousands)
                                                                      
Cash flows from operating activities:
Net earnings (loss).........................................  $   (3,193)   $ 10,363
Adjustments to reconcile net earnings to net cash provided
  by operating activities:
  Depreciation and amortization.............................     109,872      33,635
  Amortization of cable distribution fees...................      15,883      14,375
  Amortization of program rights and film costs.............     356,219          --
  Deferred income taxes.....................................      (1,152)      8,929
  Equity in losses of unconsolidated affiliates.............      16,097       9,638
  Minority interest.........................................      42,768       2,390
  Non-cash interest.........................................       4,800       3,164
  Changes in current assets and liabilities:
     Accounts receivable....................................     (82,380)     (1,520)
     Inventories............................................     (72,526)    (49,584)
     Accounts payable.......................................      39,633      31,535
     Accrued liabilities....................................      63,515     (43,374)
  Payment for program rights and film costs.................    (335,005)         --
  Other, net................................................     (33,811)     (3,826)
                                                              ----------    --------
          NET CASH PROVIDED BY OPERATING ACTIVITIES.........     120,720      15,725
                                                              ----------    --------
Cash flows from investing activities:
  Acquisition of Universal Transaction, net of cash
     acquired...............................................  (1,297,233)         --
  Capital expenditures, net.................................     (34,468)    (21,246)
  Increase in long-term investments.........................     (22,542)    (13,048)
  Payment of merger and financing costs.....................     (20,855)         --
  Other, net................................................      (4,065)       (211)
                                                              ----------    --------
          NET CASH USED IN INVESTING ACTIVITIES.............  (1,379,163)    (34,505)
                                                              ----------    --------
Cash flows from financing activities:
  Advances (to)/from USAi...................................    (185,227)     14,784
  Borrowings................................................   1,741,380          --
  Principal payments on long-term obligations...............    (990,512)         --
  Proceeds from issuance of LLC Shares......................     795,025          --
                                                              ----------    --------
          NET CASH PROVIDED BY FINANCING ACTIVITIES.........   1,360,666      14,784
                                                              ----------    --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........     102,223      (3,996)
  Cash and cash equivalents at beginning of period..........      23,022      16,274
                                                              ----------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................  $  125,245    $ 12,278
                                                              ==========    ========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-86
   240
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
NOTE A -- COMPANY FORMATION, BUSINESS AND BASIS OF PRESENTATION
 
COMPANY FORMATION
 
Home Shopping Network, Inc. (the "Company" or "Home Shopping"), is a holding
company, whose subsidiary USANi LLC is engaged in diversified media and
electronic commerce businesses.
 
In December 1996, the Company consummated a merger with USA Networks, Inc.
("USAi"), formerly known as HSN, Inc., and became a subsidiary of USAi.
 
On February 12, 1998, USAi acquired USA Networks, a New York general
partnership, consisting of cable television networks, USA Network and The Sci-Fi
Channel ("Networks"), as well as the domestic television production and
distribution businesses of Universal Studios ("Studios USA") from Universal
Studios, Inc. ("Universal"), an entity controlled by The Seagram Company Ltd.
("Seagram") (the "Universal Transaction") -- See Note C.
 
In connection with the Universal Transaction, the Company formed a new
subsidiary, USANi LLC, and contributed the operating assets of the Home Shopping
Network services ("HSN") to USANi LLC. Furthermore, USAi contributed Networks
and Studios USA to USANi LLC on February 12, 1998.
 
In connection with the Universal Transaction, USAi paid Universal approximately
$4.1 billion in the form of a cash payment of approximately $1.6 billion, a
portion of which ($300 million plus interest) was deferred until no later than
June 30, 1998, and an effective 45.8% interest in USAi through shares of common
stock, par value $.01 per share, of USAi (the "USAi Common Stock") and Class B
common stock, par value $.01 per share, of USAi (the "USAi Class B Common
Stock"), and Class B LLC Shares exchangeable (subject to regulatory
restrictions) into shares of USAi Common Stock and USAi Class B Common Stock.
 
The Investment Agreement, as amended and restated as of December 18, 1997, among
USAi, Home Shopping, Universal and Liberty Media Corporation ("Liberty") (the
"Investment Agreement"), relating to the Universal Transaction also contemplated
that, on or prior to June 30, 1998, the Company and Liberty, a subsidiary of
Tele-Communications, Inc. ("TCI"), would complete a transaction involving a $300
million cash investment, plus an interest factor, by Liberty in USAi and/or the
Company through the purchase of USAi Common Stock or Class C LLC Shares. The
transaction closed on June 30, 1998 with Liberty making a cash payment of $308.5
million in exchange for 15,000,000 Class C LLC Shares.
 
COMPANY BUSINESS
 
The Company is a holding company, the subsidiaries of which are engaged in
diversified media and electronic commerce businesses.
 
The three principal areas of business are:
 
     - NETWORKS AND TELEVISION PRODUCTION, which includes Networks and Studios
       USA. Networks operates the USA Network and The Sci-Fi Channel cable
       networks and Studios USA produces and distributes television programming.
 
     - ELECTRONIC RETAILING, which consists primarily of the Home Shopping
       Network and America's Store which are engaged in the electronic retailing
       business.
 
     - INTERNET SERVICES, which represents the Company's on-line retailing
       networks business.
 
                                      F-87
   241
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
BASIS OF PRESENTATION
 
The interim Condensed Consolidated Financial Statements of the Company are
unaudited and should be read in conjunction with the audited Consolidated
Financial Statements and Notes thereto for the year ended December 31, 1997.
 
In the opinion of the Company, all adjustments necessary for a fair presentation
of such Condensed Consolidated Financial Statements have been included. Such
adjustments consist of normal recurring items. Interim results are not
necessarily indicative of results for a full year. The interim Condensed
Consolidated Financial Statements and Notes thereto are presented as permitted
by the Securities and Exchange Commission and do not contain certain information
included in the Company's audited Consolidated Financial Statements and Notes
thereto.
 
The Condensed Consolidated Financial Statements include the operations of
Networks and Studios USA from the date of acquisition on February 12, 1998.
 
NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
CONSOLIDATION
 
The Consolidated Financial Statements include the accounts of the Company and
all wholly-owned and voting-controlled subsidiaries. All significant
intercompany transactions and accounts have been eliminated.
 
Investments in which the Company owns a 20%, but less than a controlling voting
interest and where it can exercise significant influence over the operations of
the investee, are accounted for using the equity method. All other investments
are accounted for using the cost method. The Company periodically evaluates the
recoverability of investments recorded under the cost method and recognizes
losses if a decline in value is determined to be other than temporary.
 
REVENUE RECOGNITION
 
Networks and Television Production
 
Television Production revenues are recognized as completed episodes are
delivered. Generally, television programs are first licensed for network
exhibition and foreign syndication, and subsequently for domestic syndication,
cable television and home video. Certain television programs are produced and/or
distributed directly for initial exhibition by local television stations,
advertiser-supported cable television, pay television and/or home video.
Television Production advertising revenues (i.e., sales of advertising time
received by Studios USA in lieu of cash fees for the licensing of program
broadcast rights to a broadcast station ("barter syndication")) are recognized
upon both the commencement of the license period of the program and the sale of
advertising time pursuant to non-cancellable agreements, provided that the
program is available for its first broadcast. Foreign minimum guaranteed amounts
are recognized as revenues on the date of the license agreement, provided the
program is available for exhibition.
 
Networks advertising revenue is recognized in the period in which the
advertising commercials are aired on cable networks. Provisions are recorded
against advertising revenues for audience under deliveries ("makegoods").
Affiliate fees are recognized in the period during which the programming is
provided.
 
                                      F-88
   242
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
FILM COSTS
 
Film costs consist of direct production costs and production overhead, less
accumulated amortization. Development roster (and related costs) and abandoned
story and development costs are charged to production overhead. Film costs are
stated at the lower of unamortized cost or estimated net realizable value on a
production-by-production basis.
 
Generally, the estimated ultimate costs of completed television productions are
amortized, and participation expenses are accrued, for each production in the
proportion that current period revenue recognized bears to the estimated future
revenue to be received from all sources. Amortization and accruals are made
under the individual film forecast method. Estimated ultimate revenues and costs
are reviewed quarterly and revisions to amortization rates or write-downs to net
realizable value are made as required.
 
Film costs, net of amortization, classified as current assets include the
portion of unamortized costs of television program productions allocated to
network, first-run syndication and initial international distribution markets.
The allocated portion of released film costs expected to be recovered from
secondary markets or other exploitation is reported as a noncurrent asset. Other
costs relating to television productions, such as television program development
costs, in-process productions and the television program library, are classified
as noncurrent assets.
 
PROGRAM RIGHTS
 
License agreements for program material are accounted for as a purchase of
program rights. The asset related to the program rights acquired and the
liability for the obligation incurred are recorded at their net present value
when the license period begins and the program is available for its initial
broadcast. The asset is amortized primarily based on the estimated number of
airings. Amortization is computed generally on the straight-line basis as
programs air; however, when management estimates that the first airing of a
program has more value than subsequent airings, an accelerated method of
amortization is used. Other costs related to programming, which include program
assembly, commercial integration and other costs, are expensed as incurred.
Management periodically reviews the carrying value of program rights and records
write-offs, as warranted, based on changes in programming usage.
 
COMPREHENSIVE INCOME
 
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). The new rules
establish standards for the reporting of comprehensive income and its components
in financial statements. Comprehensive income consists of net income and other
gains and losses affecting members' equity that, under generally accepted
accounting principles, are excluded from net income. For the Company, such items
consist of unrealized gains and losses on marketable equity investments.
 
ACCOUNTING ESTIMATES
 
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and footnotes thereto.
Actual results could differ from those estimates.
 
                                      F-89
   243
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
Significant estimates underlying the accompanying Consolidated Financial
Statements and Notes include the inventory carrying adjustment, sales return
accrual, allowance for doubtful accounts, recoverability of intangibles and
other long-lived assets, management's forecast of anticipated revenues from the
distribution of television product in order to evaluate the ultimate
recoverability of film inventory and amortization of program usage.
 
RECENTLY ISSUED PRONOUNCEMENTS
 
During fiscal 1997, Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
131") was issued. SFAS 131 requires disclosure of financial and descriptive
information about an entity's reportable operating segments under the
"management approach" as defined in the Statement. The Company will adopt SFAS
131 as of December 31, 1998. The impact of adoption of this standard on the
Company's financial statements is not expected to be material.
 
NOTE C -- BUSINESS ACQUISITIONS
 
The Universal Transaction has been accounted for using the purchase method of
accounting. The purchase price of approximately $4.1 billion including expenses,
has been preliminarily allocated to the assets acquired and liabilities assumed
based on their respective fair values at the date of purchase. The fair value of
the assets acquired and liabilities assumed are summarized below, along with the
excess of the purchase price, including expenses, over the fair value of net
assets, which has been assigned to goodwill.
 


- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
Current assets..............................................    $  431,955
Non-current assets..........................................       329,549
Goodwill....................................................     4,157,720
Current liabilities.........................................       408,254
Non-current liabilities.....................................       395,439

 
The following unaudited pro forma consolidated financial information for the
nine months ended September 30, 1998 and 1997, is presented to reflect the
results of the Company as if the Universal Transaction occurred at the beginning
of each of the periods presented. The pro forma results include certain
adjustments, including increased amortization related to goodwill, the reduction
of programming costs for fair value adjustments related to purchase accounting
and the elimination of intercompany revenues and expenses, and are not
necessarily indicative of what the results would have been had the Universal
Transaction actually occurred on the aforementioned dates.


- ---------------------------------------------------------------------------------------------
                                                                         
                                                                     NINE MONTHS ENDED
                                                                       SEPTEMBER 30,
                                                              -------------------------------
 

                                                                   1998             1997
- ---------------------------------------------------------------------------------------------
                                                                      (In thousands)
                                                                         
Net revenues................................................    $1,705,553       $1,530,115
Net earnings (loss).........................................           (30)         (28,562)

 
                                      F-90
   244
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
NOTE D -- CREDIT FACILITY
 
On February 12, 1998, the Company entered into a new $1.6 billion credit
facility (the "New Facility") with a $40.0 million sub-limit for letters of
credit. The New Facility was used to finance the Universal Transaction and to
refinance USAi's existing revolving credit facility. The New Facility consists
of a $600.0 million revolving credit facility, a $750.0 million Tranche A Term
Loan and a $250.0 million Tranche B Term Loan. On August 5, 1998, the Company
repaid the Tranche B Term Loan in its entirety. The revolving credit facility
and Tranche A Term Loan mature on December 31, 2002. The New Facility is
guaranteed by substantially all of USAi's material subsidiaries. The interest
rate on borrowings under the New Facility is tied to an alternate base rate or
the London InterBank Rate, in each case, plus an applicable margin. The interest
rate under the New Facility was 6.62% at September 30, 1998. As of September 30,
1998, there was $750.0 million in outstanding borrowings under the New Facility
and $599.9 million was available for borrowing after taking into account
outstanding letters of credit.
 
NOTE E -- CONSOLIDATED STATEMENTS OF CASH FLOWS
 
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1998:
 


- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
     ACQUISITION OF NETWORKS AND STUDIOS USA
       Acquisition price....................................   $ 4,115,531
       Less: Amount paid in cash............................    (1,300,983)
                                                               -----------
       Total non-cash consideration.........................   $ 2,814,548
                                                               ===========
     Components of non-cash consideration:
       Deferred purchase price liability....................   $   300,000
       Issuance of USAi Common Shares and USAi Class B
        Shares..............................................       277,898
       Issuance of LLC Shares...............................     2,236,650
                                                               -----------
                                                               $ 2,814,548
                                                               ===========
 
     Exchange of Class B LLC Shares for Deferred Purchase
      Price Liability.......................................   $   304,636
                                                               ===========

 
During the period ended September 30, 1998, the Company acquired computer
equipment through a capital lease totaling $15.5 million.
 
As of March 1, 1998 the 5 7/8% Convertible Subordinated Debentures were
converted to 7,499,022 shares of USAi common stock.
 
                                      F-91
   245
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
NOTE F -- INVENTORIES
 
- --------------------------------------------------------------------------------
 


                                               SEPTEMBER 30, 1998        DECEMBER 31, 1997
                                             ----------------------    ----------------------
INVENTORIES CONSIST OF                       CURRENT     NONCURRENT    CURRENT     NONCURRENT
- ---------------------------------------------------------------------------------------------
                                                 (In thousands)
                                                                       
Film costs:
     Released, less amortization...........  $ 70,140     $ 63,408
     In process and unreleased.............    14,609           --
Programming rights, net of amortization....   178,318      134,521
Merchandise held for sale..................   173,121           --     $145,975     $     --
Other......................................     1,609
                                             --------     --------     --------     --------
          Total............................  $437,797     $197,929     $145,975     $     --
                                             ========     ========     ========     ========

 
The Company estimates that approximately 90% of unamortized film costs
(including amounts allocated under purchase accounting) at September 30, 1998
will be amortized within the next three years.
 
NOTE G -- PROGRAM RIGHTS AND FILM COSTS
 
As of September 30, 1998, the liability for program rights, representing future
payments to be made under program contract agreements amounted to $554.0
million. Annual payments required are $62.2 million for the remainder of 1998,
$176.8 million in 1999, $113.4 million in 2000, $66.9 million in 2001, $49.9
million in 2002 and $84.8 million in 2003 and thereafter. Amounts representing
interest are $250.3 million and the present value of future payments is $530.0
million.
 
As of September 30, 1998, the liability for film costs amounted to $91.6
million. Annual payments are $68.9 million in 1998 and $22.7 million in 1999.
 
Unrecorded commitments for program rights consist of programs for which the
license period has not yet begun or the program is not yet available to air. As
of September 30, 1998, the unrecorded commitments amounted to $664.3 million.
Annual commitments are $6.2 million for the remainder of 1998, $79.1 million in
1999, $129.0 million in 2000, $121.4 million in 2001, $104.4 million in 2002 and
$224.2 million in 2003 and thereafter.
 
NOTE H -- TRANSACTIONS WITH USAi AND SUBSIDIARIES
 
Advances to USAi and subsidiaries as of September 30, 1998 generally represent
net amounts transferred from the Company to USAi and its subsidiaries to fund
operations and other related items. Pursuant to the Investment Agreement, all
excess cash held at USAi and subsidiaries is transferred to the Company no less
frequently than monthly and the Company may transfer funds to USAi to satisfy
obligations of USAi and its subsidiaries. Under the Investment Agreement,
transfers of cash are evidenced by a demand note and accrue interest at the
Company's borrowing rate under the New Facility.
 
During the period ended September 30, 1998, net transfers totaling approximately
$172.0 million were made to repay USAi's existing revolving credit facility,
repay Ticketmaster's existing bank credit facility, fund a promissory note made
by USAi and fund the operations of USAi's broadcast operation, offset by
proceeds from the sale of SF Broadcasting and USAi's Baltimore television
 
                                      F-92
   246
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
station. The interest income earned on the net transfers for the period ended
September 30, 1998 was approximately $6.5 million.
 
In accordance with the Investment Agreement, certain transfers of funds between
the Company and USAi are not evidenced by a demand note and do not accrue
interest, primarily relating to the establishment of the operations of the
Company and to equity contributions.
 
USAi issued $500.0 million 6 3/4% Senior Notes (the "Notes") due 2005. Home
Shopping is a guarantor of the Notes. USANi LLC is a co-obligor of the Notes.
Substantially all of the significant subsidiaries of USANi LLC and substantially
all of the significant wholly owned subsidiaries of USAi (principally
subsidiaries engaged in the broadcasting and ticketing operations) have jointly
and severally guaranteed USAi's indebtedness. Certain subsidiaries of USANi LLC
do not guarantee the indebtedness.
 
                                      F-93
   247
 
                         REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
USANi LLC
 
We have audited the accompanying consolidated balance sheets of USANi LLC and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations, members' equity and cash flows for the year ended
December 31, 1997. Our audits also included the financial statement schedule
listed in the Index at Item 21(b). These financial statements and the financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and the
financial statement schedule based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of USANi
LLC and subsidiaries at December 31, 1997 and 1996, and the consolidated results
of its operations and its cash flows for the year ended December 31, 1997, in
conformity with generally accepted accounting principles. Also, in our opinion,
the related financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
 
                                                           /s/ ERNST & YOUNG LLP
 
New York, New York
March 13, 1998 except for note O, as to which
the date is January 11, 1999
 
                                      F-94
   248
 
                           USANi LLC AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
- --------------------------------------------------------------------------------
 


                                                                YEAR ENDED
                                                               DECEMBER 31,
                                                                   1997
                                                              ---------------
                                                              (In thousands)
                                                           
NET REVENUES................................................    $1,037,060
Operating costs and expenses:
  Cost related to revenues..................................       614,799
  Selling and marketing.....................................       134,101
  Engineering and programming...............................        81,028
  General and administrative................................        80,838
  Other charges.............................................            --
  Depreciation and amortization.............................        65,152
                                                                ----------
          Total operating costs and expenses................       975,918
                                                                ----------
          Operating income..................................        61,142
Other income (expense):
  Interest income...........................................         1,684
  Interest expense..........................................        (4,464)
  Miscellaneous.............................................       (11,799)
  Litigation settlements....................................            --
                                                                ----------
                                                                   (14,579)
                                                                ----------
Earnings (loss) before income taxes.........................        46,563
Income tax (expense)/benefit................................       (30,308)
                                                                ----------
NET EARNINGS (LOSS).........................................    $   16,255
                                                                ==========

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-95
   249
 
                           USANi LLC AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
                                     ASSETS
- --------------------------------------------------------------------------------
 


                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 1997          1996
                                                              ----------    ----------
                                                                   (In thousands)
                                                                      
CURRENT ASSETS
Cash and cash equivalents...................................  $   23,022    $   16,274
Accounts and notes receivable, net of allowance of $2,177
  and $2,291, respectively..................................      39,044        33,868
Related party receivables...................................          --         4,713
Inventories, net............................................     145,975       100,527
Deferred income taxes.......................................      24,975        26,941
Other current assets, net...................................       3,838         5,396
                                                              ----------    ----------
       Total current assets.................................     236,854       187,719
 
PROPERTY, PLANT AND EQUIPMENT
Computer and broadcast equipment............................      26,398        12,348
Buildings and leasehold improvements........................      40,898        41,494
Furniture and other equipment...............................      16,525        16,264
                                                              ----------    ----------
                                                                  83,821        70,106
  Less accumulated depreciation and amortization............      12,479           437
                                                              ----------    ----------
                                                                  71,342        69,669
Land........................................................      10,111        10,877
Projects in progress........................................      10,617           980
                                                              ----------    ----------
                                                                  92,070        81,526
 
OTHER ASSETS
Intangible assets, net                                         1,163,597     1,184,930
Cable distribution fees, net ($46,459 and $40,892
  respectively, to related parties).........................     111,292       113,594
Advances to USAi............................................          --           905
Long-term investments and receivables ($8,353 and $10,536
  respectively in related parties)..........................      16,174        24,981
Deferred income taxes.......................................      28,919        35,103
Deferred charges and other, net.............................       4,969         7,622
                                                              ----------    ----------
                                                              $1,653,875    $1,636,380
                                                              ==========    ==========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-96
   250
                           USANi LLC AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS--(CONTINUED)


- --------------------------------------------------------------------------------------
LIABILITIES AND MEMBERS' EQUITY
                                                                      
- --------------------------------------------------------------------------------------
 

                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 1997          1996
                                                              ----------    ----------
                                                                      
                                                                   (In thousands)
CURRENT LIABILITIES
Accounts payable............................................  $   80,105    $   65,266
Investment subscription payable.............................          --        10,000
Cable distribution fees payable ($19,091 and $9,051,
  respectively, to related parties).........................      43,553        40,716
Other accrued liabilities...................................      71,875        68,339
                                                              ----------    ----------
          Total current liabilities.........................     195,533       184,321
 
OTHER LONG-TERM LIABILITIES.................................      33,678        61,084
ADVANCES FROM USAi..........................................      16,302            --
 
MEMBERS' EQUITY
Members' equity.............................................   1,393,425     1,393,425
Retained earnings...........................................      16,510           255
Unearned compensation.......................................      (1,573)       (2,705)
                                                              ----------    ----------
          Total members' equity.............................   1,408,362     1,390,975
                                                              ----------    ----------
                                                              $1,653,875    $1,636,380
                                                              ==========    ==========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-97
   251
 
                           USANi LLC AND SUBSIDIARIES
 
                   CONSOLIDATED STATEMENT OF MEMBERS' EQUITY
 


- ---------------------------------------------------------------------------------------------------------------------------------
                                            CLASS B
                                          CONVERTIBLE                ADDITIONAL                           UNEARNED
                                COMMON      COMMON       MEMBERS'     PAID-IN     RETAINED   TREASURY   COMPENSATION
                                STOCK        STOCK        EQUITY      CAPITAL     EARNINGS    STOCK        TOTAL         TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                         (In thousands)
                                                                                               
INITIAL CAPITALIZATION OF
  COMPANY DUE TO HOME
  SHOPPING MERGER AS OF
  DECEMBER 31, 1996..........        --        --       $1,393,425          --    $   255          --     $(2,705)     $1,390,975
                               --------      ----       ----------    --------    -------    --------     -------      ----------
 
Net earnings for the twelve
  months ended December 31,
  1997.......................        --        --               --          --     16,255          --          --          16,255
Expense related to employee
  equity participation plan..        --        --               --          --         --          --       1,020           1,020
Expense related to executive
  stock award program and
  stock options..............        --        --               --          --         --          --         112             112
                               --------      ----       ----------    --------    -------    --------     -------      ----------
BALANCE AT DECEMBER 31,
  1997.......................        --        --       $1,393,425          --    $16,510          --     $(1,573)     $1,408,362
                               ========      ====       ==========    ========    =======    ========     =======      ==========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-98
   252
 
                           USANi LLC AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
 


                                                                 YEAR ENDED
                                                              DECEMBER 31, 1997
                                                              -----------------
                                                               (In thousands)
                                                           
Cash flows from operating activities:
Net earnings................................................     $   16,255
Adjustments to reconcile net earnings to net cash provided
  by operating activities:
  Depreciation and amortization.............................         45,222
  Amortization of cable distribution fees...................         19,261
  Deferred income taxes.....................................         13,202
  Equity in losses of unconsolidated affiliates.............         12,492
  Inventory carrying value adjustments......................         (8,059)
  Gain on sale of controlling interest in joint venture.....             --
  (Gain)/Loss on sale of assets.............................            (57)
  Common stock and change in Stock Appreciation Rights
     issued for services provided...........................          1,132
  Provision for losses on accounts and notes receivables....            114
  Changes in current assets and liabilities:
     Increase (decrease) in accounts receivable.............         (5,290)
     Increase (decrease) in inventories.....................        (37,389)
     Increase (decrease) in other current assets............          1,558
     (Increase) decrease in accounts payable................         14,839
     Increase (decrease) in accrued liabilities and income
      taxes payable.........................................          6,373
  (Increase) in cable distribution fees.....................        (16,959)
  (Increase) decrease in deferred and other.................        (22,457)
  Stock purchases for employee benefit plan.................             --
                                                                 ----------
          NET CASH PROVIDED BY (USED IN) OPERATING
           ACTIVITIES.......................................         40,237
                                                                 ----------
Cash flows from investing activities:
  Capital expenditures, net.................................        (27,742)
  Increase in long-term investments.........................        (26,979)
  Increase in other non-current assets......................          1,860
  Advances on notes receivable..............................             --
  Cash received from sale of controlling interest in joint
     venture................................................             --
  Proceeds from sale of assets..............................          2,277
  Proceeds from long-term notes receivable..................            793
  Increase in intangible assets.............................             --
                                                                 ----------
          NET CASH USED IN INVESTING ACTIVITIES.............        (49,791)
                                                                 ----------
Cash flows from financing activities:
  Intercompany liabilities..................................         16,302
  Borrowings from secured credit facility...................             --
  Principal payments on long-term obligations...............             --
  Net proceeds from issuance of Convertible Subordinated
     Debentures.............................................             --
  Proceeds from issuance of common stock....................             --
  Payments for purchase of treasury stock...................             --
                                                                 ----------
          NET CASH PROVIDED BY (USED IN) FINANCING
           ACTIVITIES.......................................         16,302
                                                                 ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........          6,748
  Cash and cash equivalents at beginning of period..........         16,274
                                                                 ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................     $   23,022
                                                                 ==========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-99
   253
 
                           USANi LLC AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE A -- COMPANY FORMATION, BUSINESS AND BASIS OF PRESENTATION
 
USANi LLC (the "Company" or "LLC"), a Delaware limited liability company, was
formed on February 12, 1998 and is a subsidiary of Home Shopping Network, Inc.
("Home Shopping"), which is a subsidiary of USA Networks, Inc. ("USAi"),
formerly known as HSN, Inc. At its formation, USAi and Home Shopping contributed
substantially all of the operating assets and liabilities of Home Shopping to
the Company in exchange for Class A shares in the Company.
 
The contribution of the operating assets and liabilities of Home Shopping was
treated similar to accounting for a pooling-of-interest for business
combinations, due to the common ownership of Home Shopping and USANi LLC. The
assets and liabilities were contributed at USAi's historic basis and are
presented as if USANi LLC was formed on December 31, 1996.
 
On December 20, 1996, the Company became a subsidiary of USAi as a result of a
merger (the "Home Shopping Merger").
 
The Home Shopping Merger has been accounted for using the purchase method of
accounting. The assets and liabilities of Home Shopping in the accompanying
balance sheets were adjusted as of December 31, 1996 to reflect their respective
fair values and the excess of the purchase price, including expenses, over the
fair value of net assets, was assigned to goodwill.
 
Given that equity interests in limited liability companies are not in the form
of common stock, earnings per share data is not presented.
 
NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of the significant accounting policies of the Company
consistently applied in the preparation of the accompanying consolidated
financial statements.
 
CONSOLIDATION
 
The consolidated financial statements include the accounts of the Company and
all wholly-owned and voting controlled subsidiaries. All significant
intercompany transactions and accounts have been eliminated.
 
Investments in which the Company owns a 20%, but not in excess of 50%, interest
and where it can exercise significant influence over the operations of the
investee, are accounted for using the equity method. All other investments are
accounted for using the cost method. The Company periodically evaluates the
recoverability of investments recorded under the cost method and recognizes
losses if a decline in value is determined to be other than temporary.
 
REVENUES
 
Revenues primarily consist of merchandise sales and are reduced by incentive
discounts and sales returns to arrive at net sales. Revenues are recorded for
credit card sales upon transaction authorization, and for check sales upon
receipt of customer payment, which does not vary significantly from the time
goods are shipped. Home Shopping's sales policy allows merchandise to be
returned at the customer's discretion within 30 days of the date of delivery.
Allowances for returned merchandise and other adjustments are provided based
upon past experience.
 
Revenues from all other sources are recognized either upon delivery or when the
service is provided.
 
                                      F-100
   254
                           USANi LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
CASH AND CASH EQUIVALENTS
 
For purposes of reporting cash flows, cash and cash equivalents include cash and
short-term investments. Short-term investments consist primarily of U.S.
Treasury Securities, U.S. Government agencies and certificates of deposit with
original maturities of less than 91 days.
 
INVENTORIES, NET
 
Inventories are valued at the lower of cost or market, cost being determined
using the first-in, first-out method. Cost includes freight, certain warehouse
costs and other allocable overhead. Market is determined on the basis of net
realizable value, giving consideration to obsolescence and other factors.
Inventories are presented net of an inventory carrying adjustment of $19.8
million and $27.9 million at December 31, 1997 and 1996, respectively.
 
PROPERTY, PLANT AND EQUIPMENT
 
Property, plant and equipment, including significant improvements, are recorded
at cost. Repairs and maintenance and any gains or losses on dispositions are
included in operations.
 
Depreciation and amortization is provided for on a straight-line basis to
allocate the cost of depreciable assets to operations over their estimated
service lives.
 


- ---------------------------------------------------------------------------------
                                                                 DEPRECIATION/
ASSET CATEGORY                                                AMORTIZATION PERIOD
- ---------------------------------------------------------------------------------
                                                           
Computer and broadcast equipment............................        3 to 13 Years
Buildings...................................................       30 to 40 Years
Leasehold improvements......................................        4 to 20 Years
Furniture and other equipment...............................        3 to 10 Years

 
Depreciation and amortization expense on property, plant and equipment was $15.3
million for the year ended December 31, 1997.
 
LONG-LIVED ASSETS INCLUDING INTANGIBLES
 
The Company's accounting policy regarding the assessment of the recoverability
of the carrying value of long-lived assets, including property, plant and
equipment, goodwill and other intangibles is to review the carrying value of the
assets if the facts and circumstances suggest that they may be impaired. If this
review indicates that the carrying value will not be recoverable, as determined
based on the undiscounted future cash flows of the Company, the carrying value
is reduced to its estimated fair value.
 
CABLE DISTRIBUTION FEES
 
Cable distribution fees relate to upfront fees paid in connection with long term
cable contracts for carriage of Home Shopping's programming. These fees are
amortized to expense on a straight line basis over the terms of the respective
contracts, with original terms from 5 to 15 years. Amortization expense for
cable distribution fees was $19.3 million for the year ended December 31, 1997.
 
ADVERTISING
 
Advertising costs are expensed in the period incurred.
 
INCOME TAXES
 
Under Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes", deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
 
                                      F-101
   255
                           USANi LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates in effect for the year in which those temporary differences
are expected to be recovered or settled.
 
STOCK-BASED COMPENSATION
 
The Company is subject to Statement of Financial Accounting Standards No. 123
"Accounting and Disclosure of Stock-Based Compensation" ("SFAS 123"). As allowed
by SFAS 123, the Company accounts for stock-based compensation in accordance
with APB 25, "Accounting for Stock Issued to Employees." In cases where exercise
prices are less than fair value as of the grant date, compensation is recognized
over the vesting period.
 
Unaudited pro forma financial information, assuming that the Company had adopted
the measurement standards of SFAS 123, is included in Note N.
 
ACCOUNTING ESTIMATES
 
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and footnotes thereto.
Actual results could differ from those estimates.
 
Significant estimates underlying the accompanying consolidated financial
statements and notes include the inventory carrying adjustment, sales return
accrual, allowance for doubtful accounts, recoverability of intangibles and
other long-lived assets, and various other operating allowances and accruals.
 
RECENTLY ISSUED PRONOUNCEMENTS
 
During fiscal 1997, Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS 130") and Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS 131") were issued. SFAS 130 establishes standards
for reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of financial statements. The Company
will adopt SFAS 130 as of the first quarter of 1998. SFAS 131 requires
disclosure of financial and descriptive information about an entity's reportable
operating segments under the "management approach" as defined in the Statement.
The Company will adopt SFAS 131 as of December 31, 1998. The impact of adoption
of these standards on the Company's financial statements is not expected to be
material.
 
NOTE C -- HOME SHOPPING MERGER
 
The Home Shopping Merger has been accounted for using the purchase method of
accounting. The purchase price, including expenses, of $1.2 billion has been
allocated to the assets and liabilities acquired based on their respective fair
values at the date of purchase. The fair value of the assets and
 
                                      F-102
   256
                           USANi LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
liabilities assumed are summarized below, along with the excess of the purchase
price, including expenses, over the fair value of net assets, which has been
assigned to goodwill:
 


- ---------------------------------------------------------------------------
                                                              HOME SHOPPING
- ---------------------------------------------------------------------------
                                                                   (In
                                                               thousands)
                                                            
Current assets..............................................   $  192,000
Non-current assets..........................................      257,000
Goodwill....................................................    1,197,000
Current liabilities.........................................      198,000
Non-current liabilities.....................................      227,000

 
Goodwill is amortized using the straight-line method over 40 years.
 
NOTE D -- INTANGIBLE ASSETS
 
Intangible assets represents goodwill which is amortized using the straight-line
method over 40 years.
 
Goodwill primarily relates to the Company's acquisition by USAi and represents
the excess of purchase price over the fair value of assets acquired and is net
of accumulated amortization of $38.4 million and $4.1 million at December 31,
1997 and 1996, respectively.
 
NOTE E -- LONG-TERM INVESTMENTS AND NOTES RECEIVABLE
 
Investments accounted for under the equity method include the following; a 29%
interest in both Home Order Television GmbH & Co. KG ("HOT") and its general
partner (collectively the "HOT Interest") and a 30% interest in Jupiter Shop
Channel Co. Ltd. ("Shop Channel"). At December 31, 1997, the Company's net
investment in these ventures were $15.6 million. The HOT Interest is subject to
certain restrictions and other provisions regarding transferability.
 
The Company has other investments accounted for under the cost method totaling
$.6 million and $13.9 million at December 31, 1997 and 1996, respectively.
 
The Company has notes receivable of $.8 million and $1.6 million net of the
current portion of $.2 million at December 31, 1997 and 1996, respectively.
Certain notes receivable are collateralized by stock pledges and security
interests in all of the tangible and intangible assets in the investee companies
to the full extent permitted by law.
 
NOTE F -- INCOME TAXES
 
The Company was formed as a limited liability company on February 12, 1998 and
is treated as a partnership for income tax purposes. As such, the individual LLC
members are subject to federal and state taxes based on their allocated portion
of income and expenses and the Company is not subject to Federal and state
income taxation. However, for the years ended December 31, 1997 the Company and
its predecessor were subject to Federal and state taxation.
 
                                      F-103
   257
                           USANi LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
A reconciliation of total income tax expense to the amounts computed by applying
the statutory federal income tax rate to earnings (loss) before income taxes is
shown as follows:
 


- ----------------------------------------------------------------------------
                                                                YEAR ENDED
                                                               DECEMBER 31,
                                                                   1997
- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
Income tax expense (benefit) at the federal statutory rate
  of 35%....................................................     $16,297
Amortization of goodwill and other intangibles..............      10,916
State income taxes, net of effect of federal tax benefit....       1,064
Non-deductible portion of executive compensation............          --
Other, net..................................................       2,031
                                                                 -------
Income tax expense (benefit)................................     $30,308
                                                                 =======

 
The components of income tax expense are as follows:
 


- ----------------------------------------------------------------------------
                                                                YEAR ENDED
                                                               DECEMBER 31,
                                                                   1997
- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
Current income tax expense:
  Federal...................................................     $15,088
  State.....................................................       1,637
                                                                 -------
          Current income tax expense........................      16,725
                                                                 -------
Deferred income tax expense (benefit):
  Inventory costing.........................................       3,446
  Provision for accrued liabilities.........................       1,030
  Depreciation for financial statements in (excess of) less
     than tax...............................................       1,590
  Amortization of goodwill and other intangibles............       5,223
  Net operating loss carryover..............................       1,561
  (Decrease) increase in valuation allowance for deferred
     tax assets.............................................       1,320
  Other, net................................................        (587)
                                                                 -------
          Deferred income tax expense (benefit).............      13,583
                                                                 -------
          Total income tax expense (benefit)................     $30,308
                                                                 =======

 
                                      F-104
   258
                           USANi LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
The tax effects of cumulative temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities at
December 31, 1997 and 1996, respectively, are presented below. The valuation
allowance represents items for which it is more likely than not that the tax
benefit will not be realized.
 


- -------------------------------------------------------------------------------
                                                                DECEMBER 31,
                                                              -----------------
                                                               1997      1996
- -------------------------------------------------------------------------------
                                                               (In thousands)
                                                                  
Current deferred tax assets:
  Inventory costing.........................................  $ 6,348   $ 9,794
  Provision for accrued expenses............................    6,074     5,265
  Other.....................................................   12,553    11,882
                                                              -------   -------
          Total current deferred tax assets.................  $24,975   $26,941
                                                              =======   =======
Non-current deferred tax assets (liabilities):
  Broadcast and cable fee contracts.........................  $19,833   $22,063
  Other.....................................................   22,254    19,638
                                                              -------   -------
          Total non-current deferred tax assets.............   42,087    41,701
          Less valuation allowance..........................   (3,061)   (1,741)
                                                              -------   -------
          Net non-current deferred tax assets...............  $39,026   $39,960
Deferred tax liabilities:
  Depreciation for tax in excess of financial statements....   (6,447)   (4,857)
                                                              -------   -------
          Net non-current deferred tax assets...............  $32,579   $35,103
                                                              =======   =======

 
At December 31, 1997, there were no remaining NOL's.
 
During 1997, the Internal Revenue Service ("IRS") completed the examination of
Home Shopping's federal income tax returns for fiscal years 1992 through 1994
and assessed Home Shopping additional income tax plus interest. Home Shopping
filed a protest with the IRS regarding the assessment. The protest is currently
pending review by the IRS Appeals Office. Management believes the ultimate
resolution of any tax audits will not have a significant impact on the Company's
consolidated financial statements.
 
NOTE G -- COMMITMENTS AND CONTINGENCIES
 
The Company leases satellite transponders, computers, warehouse and office
space, as well as broadcast and production facilities, equipment and services
used in connection with its operations under various operating leases and
contracts, many of which contain escalation clauses.
 
                                      F-105
   259
                           USANi LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
Future minimum payments under non-cancellable agreements are as follows:
 


- ----------------------------------------------------------------------------
                        YEARS ENDING
                        DECEMBER 31,
- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
1998........................................................     $ 28,925
1999........................................................       27,583
2000........................................................       27,665
2001........................................................       28,589
2002........................................................       21,318
Thereafter..................................................        6,683
                                                                 --------
                                                                 $140,763
                                                                 ========

 
Expenses charged to operations under these agreements were $20.0 million for the
year ended December 31, 1997.
 
The Company is required to provide funding, from time to time, for the
operations of its investments in joint ventures accounted for under the equity
method.
 
Estimated costs related to pending and settled litigation for the year ended
December 31, 1995 totaled $6.4 million. In 1996, actual settlement costs related
to the pending matters were less than the original estimate, resulting in a
credit of $2.1 million.
 
NOTE H -- LITIGATION
 
In the ordinary course of business, the Company is engaged in various lawsuits.
In the opinion of management, the ultimate outcome of the various lawsuits
should not have a material impact on the liquidity, results of operations or
financial condition of the Company.
 
NOTE I -- BENEFIT PLANS
 
The Company offers various plans pursuant to Section 401(k) of the Internal
Revenue Code (the "Plans") covering substantially all full-time employees who
are not party to collective bargaining agreements. The Company's share of the
matching employer contributions is set at the discretion of the Board of
Directors or the applicable committee thereof.
 
The Company adopted the Home Shopping Network, Inc. Employee Equity
Participation Plan (the "Equity Plan") in 1994. The Equity Plan covers all Home
Shopping employees who have completed one year and at least 1,000 hours of
service, are at least 21 years of age, are not highly compensated as defined in
the Equity Plan agreement, and did not hold options to purchase shares of Home
Shopping Common Stock. The Board of Directors has not made any additional grants
under the Equity Plan for any period subsequent to June 30, 1995.
 
                                      F-106
   260
                           USANi LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE J -- STATEMENTS OF CASH FLOWS
 
Supplemental disclosure of cash flow information:
 


- ----------------------------------------------------------------------------
                                                                YEAR ENDED
                                                               DECEMBER 31,
                                                                   1997
- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
CASH PAID DURING THE PERIOD FOR:
  Interest..................................................      $5,875
  Income tax payments.......................................       6,339
  Income tax refund.........................................       5,732

 
NOTE K -- RELATED PARTY TRANSACTIONS
 
Certain corporate overhead costs were allocated to the Company based upon
managements estimation of the fair value of these services. Amounts charged in
1997 were $7.4 million.
 
As of December 31, 1997, the Company was involved in several agreements with
related parties as follows:
 
The Company is a partner in Shop Channel, an entity in which TCI, through a
subsidiary, has an indirect ownership interest. In the ordinary course of
business, Home Shopping has sold inventory to Shop Channel and recorded
receivables of $.8 million and $.7 million for those sales and other services
provided at December 31, 1997 and 1996, respectively. The Company's net
investment in Shop Channel was $2.5 million and $.5 million at December 31, 1997
and 1996, respectively.
 
In the normal course of business, the Company enters into agreements with the
operators of cable television systems and operators of broadcast television
stations for the carriage of Home Shopping programming. The Company has entered
into agreements with a number of cable operators that are affiliates of TCI.
These long-term contracts provide for a minimum subscriber guarantee and
incentive payments based on the number of subscribers. Cash paid by the Company
to TCI and certain of its affiliates under these contracts for cable commissions
and advertising was $9.4 million, $7.9 million for calendar year 1997.
 
Home Shopping has affiliation agreements with SilverKing Broadcasting ("SKC") a
wholly owned subsidiary which provide for SKC's broadcast television stations to
air Home Shopping's programming on a full-time basis. Expense related to
affiliation agreements with SKC for the year ended December 31, 1997 was $41.7
million.
 
As of December 31, 1997, SKTV, Inc. a wholly-owned subsidiary of USAi, the
Company's parent, owned a 33.4% membership interest in Blackstar. The Company
currently maintains broadcast affiliation agreements with stations for which
Blackstar is the parent company. The Company recorded affiliation payments of
$4.8 million for calendar year 1997.
 
NOTE L -- STOCK OPTION PLANS
 
In connection with the Home Shopping Merger, the options granted by the Company
under various stock option plans were converted at the date of the merger to
options in USAi.
 
The following is a discussion of the USAi Stock Option Plans which relate to
employees who provide services to the Company.
 
USAi has various stock option plans (the "Plans") under which options to
purchase USAi Common Stock (at not less than fair market value on the date of
the grant) may be granted to employees of
 
                                      F-107
   261
                           USANi LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
the Company. The options under the Plans vest ratably, generally over a range of
three to five years from the date of grant and generally expire not more than 10
years from the date of grant. Three of the Plans have options available for
future grants.
 
USAi also has outstanding options to outside directors under one plan (the
"Directors Plan") which provides for the grant of options to purchase USAi
Common Stock at not less than fair market value on the date of the grant. The
options under the Directors Plan vest ratably, generally over three years from
the date of grant and expire not more than 10 years from the date of grant.
 
A summary of changes in outstanding options under the stock option plans with
respect to employees and/or directors of the Company is as follows:
 


                                                                DECEMBER 31,
                                                              -----------------
                                                                    1997
                                                              -----------------
                                                                         PRICE
                                                              SHARES     RANGE
                                                              -------    ------
                                                                   
Outstanding at beginning of period..........................   16,299    $ 1-74
  Granted or issued in connection with mergers..............   11,580    $10-19
  Exercised.................................................     (968)   $ 1-16
  Cancelled.................................................     (548)   $ 5-74
  Options transferred to employees and outside directors of
     USAi...................................................    6,573    $ 1-16
                                                               ------
Outstanding at end of period................................   32,936    $ 1-74
                                                               ------
                                                               ------
Options exercisable.........................................   10,840
                                                               ------
                                                               ------
Available for grant.........................................   12,192
                                                               ------
                                                               ------

 
The weighted average exercise prices during the year ended December 31, 1997 was
$18.77, $7.40 and $14.69 for options granted, exercised and cancelled,
respectively. The weighted average fair value of options granted during the year
was $11.81.
 


                                               OPTIONS OUTSTANDING                         OPTIONS EXERCISABLE
                               ---------------------------------------------------   -------------------------------
                               OUTSTANDING AT       WEIGHTED           WEIGHTED      EXERCISABLE AT      WEIGHTED
                                DECEMBER 31,    AVERAGE REMAINING      AVERAGE        DECEMBER 31,       AVERAGE
RANGE OF EXERCISE PRICE             1997        CONTRACTUAL LIFE    EXERCISE PRICE        1997        EXERCISE PRICE
- -----------------------        --------------   -----------------   --------------   --------------   --------------
                                                                                          (in
                               (in thousands)                                          thousands)
                                                                                       
$1.00 to $5.00...............         170              3.3              $ 3.12              170           $ 3.12
$5.01 to $10.00..............      14,430              7.9                9.42            7,305             9.40
$10.01 to $15.00.............       5,622              7.8               11.50            2,401            11.56
$15.01 to $20.00.............      12,629              9.5               18.63              879            15.64
Over $20.00..................          85              4.3               44.57               85            44.57
                                   ------                                                ------
                                   32,936              8.4               13.36           10,840            10.56
                                   ======                                                ======

 
USAi has not issued options to any of the Company's employees and/or directors
with an exercise price below fair market value. Accordingly, in accordance with
Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to
Employees", no compensation cost has been charged to the Company by USAi.
 
Pro forma information regarding net income and earnings per share is required by
Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation." The information is determined as if the Company has accounted for
its employee stock options granted subsequent to December 31, 1994 under the
fair market value method for the Transferred Employees and Directors. The fair
value for these options was estimated at the date of grant using a Black-
 
                                      F-108
   262
                           USANi LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
Scholes option pricing model with the following weighted-average assumptions for
1997 and periods prior to 1997: risk-free interest rate of 5.5% and 6.4%,
respectively; a dividend yield of zero; a volatility factor of .713 and .0057,
respectively, based on the expected market price of USAi Common Stock based on
historical trends; and a weighted-average expected life of the options of five
years.
 
The Black-Scholes option valuation model was developed for use in estimating the
fair market value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options and because changes in the subjective
input assumptions can materially affect the fair market value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.
 
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma information follows:
 


                                                              YEARS ENDED
                                                              DECEMBER 31,
                                                                  1997
                                                              ------------
                                                                  (in
                                                               thousands)
                                                           
Pro forma net earnings (loss)...............................    $(1,677)

 
These pro forma amounts may not be representative of future disclosures since
the estimated fair value of stock options is amortized to expense over the
vesting period and additional options may be granted in future years.
 
NOTE M -- FINANCIAL INSTRUMENTS
 
The additional disclosure below of the estimated fair value of financial
instruments was made in accordance with the requirements of Statements of
Financial Accounting Standards No. 107. The estimated fair value amounts have
been determined by the Company using available market information and
appropriate valuation methodologies when available. The carrying value of all
current assets and current liabilities approximates fair value due to their
short-term nature.


                                                               DECEMBER 31, 1997
                                                              --------------------
- ----------------------------------------------------------------------------------
                                                              CARRYING      FAIR
                                                               AMOUNT      VALUE
                                                                    
- ----------------------------------------------------------------------------------
 

                                                                 (In thousands)
                                                                    
Cash and cash equivalents...................................  $ 23,022    $ 23,022
Long-term investments.......................................    16,174      16,174

 
NOTE N -- SUBSEQUENT EVENTS (UNAUDITED)
 
On February 12, 1998, USANi LLC acquired USA Networks, a New York general
partnership, consisting of cable television networks, USA Network and The Sci-Fi
Channel ("Networks"), as well as the domestic television production and
distribution businesses of Universal Studios ("Studios USA") from Universal
Studios, Inc. ("Universal"), an entity controlled by The Seagram Company Ltd.
("Seagram") (the "Universal Transaction").
 
In connection with the Universal Transaction, USANi LLC paid Universal
approximately $4.1 billion in the form of a cash payment of approximately $1.6
billion, a portion of which ($300 million plus interest) was deferred until no
later than June 30, 1998, and an effective 45.8% interest in USAi
 
                                      F-109
   263
                           USANi LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
through shares of common stock, par value $.01 per share, of USAi (the "USAi
Common Stock") and Class B common stock, par value $.01 per share, of USAi (the
"USAi Class B Common Stock"), and Class B USANi LLC Shares exchangeable (subject
to regulatory restrictions) into shares of USAi Common Stock and USAi Class B
Common Stock.
 
The Investment Agreement, as amended and restated as of December 18, 1997, among
USAi, Home Shopping, Universal and Liberty Media Corporation ("Liberty") (the
"Investment Agreement"), relating to the Universal Transaction also contemplated
that, on or prior to June 30, 1998, USANi LLC and Liberty, a subsidiary of
Tele-Communications, Inc. ("TCI"), would complete a transaction involving a $300
million cash investment, plus an interest factor, by Liberty in USAi and/or
USANi LLC through the purchase of USAi Common Stock or Class C USANi LLC Shares.
The transaction closed on June 30, 1998 with Liberty making a cash payment of
$308.5 million in exchange for 15,000,000 Class C USANi LLC Shares.
 
On February 12, 1998, USAi, and certain of its subsidiaries, including USANi LLC
as borrower, entered into a new $1.6 billion credit facility (the "New
Facility") with a $40.0 million sub-limit for letters of credit. The New
Facility was used to finance the Universal Transaction and to refinance USAi
debt. The New Facility consists of a $600.0 million revolving credit facility, a
$750.0 million "Tranche A Term Loan" and a $250.0 million "Tranche B Term Loan".
On August 5, 1998, USAi repaid the Tranche B Term Loan in its entirety. On
November 23, 1998, USAi repaid $500.0 million of the Tranche A Term Loan. The
revolving credit facility and Tranche A Term Loan mature on December 31, 2002.
The New Facility is guaranteed by, and secured by stock in, substantially all of
the USAi's material subsidiaries. The interest rate on borrowings under the New
Facility is tied to an alternate base rate or the London InterBank Rate, in each
case, plus an applicable margin.
 
In February 1998, USAi entered into a letter of intent to acquire the remaining
outstanding interest in Blackstar for $17.0 million. In March 1998, Blackstar
agreed to sell a television broadcasting station in Salem, Oregon for $30.0
million. Home Shopping agreed to terminate its affiliation agreement with the
Salem, Oregon station, as well as affiliation agreements with two other
stations, for the payment of $15.0 million.
 
NOTE O -- NOTES OFFERING AND GUARANTEES
 
On November 23, 1998, the Company issued $500.0 million 6 3/4% Senior Notes due
2005 (the "Notes" and "Notes Offering") with USAi, as joint and several
co-obligors. The Notes are jointly and severally guaranteed by substantially all
subsidiaries of the Company and certain wholly and non-wholly owned subsidiaries
of USAi, including Home Shopping.
 
Full financial statements of the Guarantors have not been included because,
pursuant to their respective guarantees, the Guarantors are jointly and
severally liable with respect to the Notes. Management does not believe that the
information contained in full financial statements of the Guarantors would be
material to investors. See the USAi December 31, 1997 financial statements for
summarized statements setting forth certain financial information concerning
Guarantor and Non-Guarantor Subsidiaries.
 
                                      F-110
   264
 
                           USANi LLC AND SUBSIDIARIES
 
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
- --------------------------------------------------------------------------------
 


                                                                      NINE MONTHS ENDED
                                                                        SEPTEMBER 30,
                                                              ----------------------------------
                                                                   1998               1997
                                                                   ----               ----
                                                                        (In thousands)
                                                                           
NET REVENUES
  Networks and television production........................    $  757,305          $--
  Electronic retailing......................................       776,417           743,893
  Internet services.........................................        14,467             8,511
                                                                ----------          --------
          Total net revenues................................     1,548,189           752,404
                                                                ----------          --------
Operating costs and expenses:
  Cost related to revenues..................................       482,030           444,035
  Program costs.............................................       408,948           --
  Other costs...............................................       383,387           214,058
  Depreciation and amortization.............................       125,952            48,516
                                                                ----------          --------
          Total operating costs and expenses................     1,400,317           706,609
                                                                ----------          --------
          Operating income..................................       147,872            45,795
                                                                ----------          --------
Other income (expense):
  Interest income...........................................        12,874             1,342
  Interest expense..........................................       (77,641)           (3,425)
  Miscellaneous.............................................       (16,273)           (9,299)
                                                                ----------          --------
                                                                   (81,040)          (11,382)
                                                                ----------          --------
Earnings before income taxes................................        66,832          $ 34,413
Income tax expense..........................................        (4,646)          (23,082)
                                                                ----------          --------
NET EARNINGS................................................    $   62,186          $ 11,331
                                                                ==========          ========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-111
   265
 
                           USANi LLC AND SUBSIDIARIES
 
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


- ---------------------------------------------------------------------------------------------
                                           ASSETS
                                                                           
- ---------------------------------------------------------------------------------------------
 

                                                            SEPTEMBER 30,        DECEMBER 31,
                                                                1998                 1997
                                                            -------------        ------------
                                                                     (In thousands)
                                                                           
CURRENT ASSETS
Cash and cash equivalents.................................   $  125,245           $   23,022
Accounts and notes receivable, net of allowance of $14,819
  and $2,177, respectively................................      230,157               39,044
Inventories, net..........................................      437,797              145,975
Other current assets, net.................................       40,896               28,813
                                                             ----------           ----------
          Total current assets............................      834,095              236,854
 
PROPERTY, PLANT AND EQUIPMENT
Computer and broadcast equipment..........................       65,321               26,398
Buildings and leasehold improvements......................       52,032               40,898
Furniture and other equipment.............................       44,161               16,525
                                                             ----------           ----------
                                                                161,514               83,821
  Less accumulated depreciation and amortization..........      (34,769)             (12,479)
                                                             ----------           ----------
                                                                126,745               71,342
Land......................................................       10,123               10,111
Projects in progress......................................       16,167               10,617
                                                             ----------           ----------
                                                                153,035               92,070
OTHER ASSETS
Intangible assets, net....................................    5,243,669            1,163,597
Cable distribution fees, net ($41,765 and $46,459,
  respectively, to related parties).......................       97,596              111,292
Long-term investments and receivables ($7,763 and $8,353,
  respectively, in related parties).......................      137,673               16,174
Inventories, net..........................................      197,929                   --
Advances to USAi and subsidiaries.........................      135,605                   --
Deferred charges and other, net...........................      107,941               33,888
                                                             ----------           ----------
                                                             $6,907,543           $1,653,875
                                                             ==========           ==========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-112
   266
 
                           USANi LLC AND SUBSIDIARIES
 
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


- ----------------------------------------------------------------------------------------------
LIABILITIES AND MEMBERS' EQUITY
                                                                          
- ----------------------------------------------------------------------------------------------
 

                                                              SEPTEMBER 30,      DECEMBER 31,
                                                                   1998              1997
                                                                ----------        ----------
                                                                          
                                                                       (In thousands)
CURRENT LIABILITIES
Current maturities of long-term debt........................    $   60,341        $       --
Accounts payable............................................       140,971            80,105
Obligations for program rights and film costs...............       275,362                --
Cable distribution fees payable ($18,578 and $19,091,
  respectively, to related parties).........................        28,862            43,553
Obligation for makegoods....................................        36,464                --
Deferred revenue............................................        33,836                --
Other accrued liabilities...................................       168,197            71,875
                                                                ----------        ----------
          Total current liabilities.........................       744,033           195,533
 
LONG-TERM DEBT (net of current maturities)..................       704,266                --
OBLIGATIONS FOR PROGRAM RIGHTS AND FILM COSTS, net of
  current...................................................       346,251                --
OTHER LONG-TERM LIABILITIES.................................        19,983            33,678
ADVANCES FROM USAi..........................................            --            16,302
 
MEMBERS' EQUITY
Class A (125,508,399 Shares)................................     1,765,272         1,393,425
Class B (135,395,543 Shares)................................     2,771,474                --
Class C (22,887,354 Shares).................................       466,252                --
Retained earnings...........................................        78,696            16,510
Unrealized gain on available for sale securities............        12,889                --
Unearned compensation.......................................        (1,573)           (1,573)
                                                                ----------        ----------
          Total members' equity.............................     5,093,010         1,408,362
                                                                ----------        ----------
                                                                $6,907,543        $1,653,875
                                                                ==========        ==========

 
        The accompanying notes are an integral part of these statements.
 
                                      F-113
   267
 
                           USANi LLC AND SUBSIDIARIES
 
        CONDENSED CONSOLIDATED STATEMENT OF MEMBERS' EQUITY (UNAUDITED)
- --------------------------------------------------------------------------------
 


                                                   CLASS A       CLASS B      CLASS C
                                                     LLC           LLC          LLC        RETAINED     UNREALIZED     UNEARNED
                                       TOTAL        SHARES       SHARES        SHARES      EARNINGS       GAINS      COMPENSATION
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                            (In thousands)
                                                                                                
CONTRIBUTION OF EQUITY EFFECTIVE AT
  JANUARY 1, 1998..................  $1,408,362   $1,393,425           --           --     $ 16,510           --       $(1,573)
Comprehensive Income:
  Net earnings for the nine months
    ended September 30, 1998.......      62,186           --           --           --       62,186           --            --
  Increase in unrealized gains in
    available for sale
    securities.....................      12,889           --           --           --           --       12,889            --
                                     ----------
      Comprehensive
         income....................      75,075
                                     ----------
LLC Shares issued on February 12,
  1998 in connection with Universal
  Transaction......................   2,514,548      277,898    2,236,650           --           --           --            --
Other LLC Shares issued............   1,095,025       93,949      534,824      466,252           --           --            --
                                     ----------   ----------   ----------     --------     --------      -------       -------
BALANCE AT SEPTEMBER 30, 1998......  $5,093,010   $1,765,272   $2,771,474     $466,252     $ 78,696      $12,889       $(1,573)
                                     ==========   ==========   ==========     ========     ========      =======       =======

 
        The accompanying notes are an integral part of these statements.
 
                                      F-114
   268
 
                           USANi LLC AND SUBSIDIARIES
 
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
- --------------------------------------------------------------------------------
 


                                                                NINE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                              ----------------------
                                                                 1998         1997
                                                                 ----         ----
                                                                  (In thousands)
                                                                       
Cash flows from operating activities:
Net earnings................................................  $    62,186    $11,331
Adjustments to reconcile net earnings to net cash provided
  by operating activities:
  Depreciation and amortization.............................      109,872     33,635
  Amortization of cable distribution fees...................       15,883     14,375
  Amortization of program rights and film costs.............      356,219         --
  Deferred income taxes.....................................           --      8,929
  Equity in losses of unconsolidated affiliates.............       16,097      9,638
  Non-cash interest expense.................................        4,800         --
  Changes in current assets and liabilities:
     Accounts receivable....................................      (82,380)    (1,520)
     Inventories............................................      (72,526)   (49,584)
     Accounts payable.......................................       39,633     31,535
     Accrued liabilities....................................       41,785    (44,342)
  Payment for program rights and film costs.................     (335,005)        --
  Other, net................................................      (35,844)     1,728
                                                              -----------    -------
          NET CASH PROVIDED BY OPERATING ACTIVITIES.........      120,720     15,725
                                                              -----------    -------
Cash flows from investing activities:
  Acquisition of Universal Transaction, net of cash
     acquired...............................................   (1,297,233)        --
  Capital expenditures, net.................................      (34,468)   (21,246)
  Increase in long-term investments.........................      (22,542)   (13,048)
  Payment of merger and financing costs.....................      (20,855)        --
  Other, net................................................       (4,065)      (211)
                                                              -----------    -------
          NET CASH USED IN INVESTING ACTIVITIES.............   (1,379,163)   (34,505)
                                                              -----------    -------
Cash flows from financing activities:
  Advances (to)/from USAi...................................     (185,227)    14,784
  Borrowings................................................    1,741,380         --
  Principal payments on long-term obligations...............     (990,512)        --
  Proceeds from issuance of LLC Shares......................      795,025         --
                                                              -----------    -------
          NET CASH PROVIDED BY FINANCING ACTIVITIES.........    1,360,666     14,784
                                                              -----------    -------
NET INCREASE IN CASH AND CASH EQUIVALENTS...................      102,223     (3,996)
  Cash and cash equivalents at beginning of period..........       23,022     16,274
                                                              -----------    -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................  $   125,245    $12,278
                                                              ===========    =======

 
        The accompanying notes are an integral part of these statements.
 
                                      F-115
   269
 
                           USANi LLC AND SUBSIDIARIES
 
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
NOTE A -- COMPANY FORMATION, BUSINESS AND BASIS OF PRESENTATION
 
COMPANY FORMATION
 
USANi LLC (the "Company" or "LLC"), a Delaware limited liability company, was
formed on February 12, 1998 and is a subsidiary of Home Shopping Network, Inc.
("Home Shopping"), which is a subsidiary of USA Networks, Inc. formerly known as
HSN, Inc. ("USAi"). At its formation, USAi and Home Shopping contributed
substantially all of the operating assets and liabilities of Home Shopping to
the Company in exchange for Class A LLC Shares in the Company.
 
On February 12, 1998, the Company acquired USA Networks, a New York general
partnership, consisting of cable television networks, USA Network and The Sci-Fi
Channel ("Networks"), as well as the domestic television production and
distribution businesses of Universal Studios ("Studios USA") from Universal
Studios, Inc. ("Universal"), an entity controlled by The Seagram Company Ltd.
("Seagram") (the "Universal Transaction") -- See Note C.
 
In connection with the Universal Transaction, the Company paid Universal
approximately $4.1 billion in the form of a cash payment of approximately $1.6
billion, a portion of which ($300 million plus interest) was deferred until no
later than June 30, 1998, and an effective 45.8% interest in USAi through shares
of common stock, par value $.01 per share, of USAi (the "USAi Common Stock") and
Class B common stock, par value $.01 per share, of USAi (the "USAi Class B
Common Stock"), and Class B LLC Shares exchangeable (subject to regulatory
restrictions) into shares of USAi Common Stock and USAi Class B Common Stock.
 
The Investment Agreement, as amended and restated as of December 18, 1997, among
USAi, Home Shopping, Universal and Liberty Media Corporation ("Liberty") (the
"Investment Agreement"), relating to the Universal Transaction also contemplated
that, on or prior to June 30, 1998, the Company and Liberty, a subsidiary of
Tele-Communications, Inc. ("TCI"), would complete a transaction involving a $300
million cash investment, plus an interest factor, by Liberty in USAi and/or the
Company through the purchase of USAi Common Stock or Class C LLC Shares. The
transaction closed on June 30, 1998 with Liberty making a cash payment of $308.5
million in exchange for 15,000,000 Class C LLC Shares.
 
COMPANY BUSINESS
 
The Company is a holding company, the subsidiaries of which are engaged in
diversified media and electronic commerce businesses.
 
The three principal areas of business are:
 
     - NETWORKS AND TELEVISION PRODUCTION, which includes Networks and Studios
       USA. Networks operates the USA Network and The Sci-Fi Channel cable
       networks and Studios USA produces and distributes television programming.
 
     - ELECTRONIC RETAILING, which consists primarily of the Home Shopping
       Network and America's Store which are engaged in the electronic retailing
       business.
 
     - INTERNET SERVICES, which represents the Company's on-line retailing
       networks business.
 
BASIS OF PRESENTATION
 
The contribution of assets by USAi and Home Shopping to the Company was
accounted for in the accompanying consolidated financial statements in a manner
similar to the pooling-of-interests for
 
                                      F-116
   270
                           USANi LLC AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
business combinations due to the common ownership of Home Shopping and USANi
LLC. Accordingly, the assets and liabilities were transferred to the LLC at Home
Shopping's historical cost.
 
The interim Condensed Consolidated Financial Statements of the Company are
unaudited and should be read in conjunction with the audited Consolidated
Financial Statements and Notes thereto for the year ended December 31, 1997.
 
In the opinion of the Company, all adjustments necessary for a fair presentation
of such Condensed Consolidated Financial Statements have been included. Such
adjustments consist of normal recurring items. Interim results are not
necessarily indicative of results for a full year. The interim Condensed
Consolidated Financial Statements and Notes thereto are presented as permitted
by the Securities and Exchange Commission and do not contain certain information
included in the Company's audited Consolidated Financial Statements and Notes
thereto.
 
The Condensed Consolidated Financial Statements include the operations of
Networks and Studios USA from the date of acquisition on February 12, 1998.
 
Given that equity interests in limited liability companies are not in the form
of common stock, earnings per share data is not presented.
 
NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
CONSOLIDATION
 
The Consolidated Financial Statements include the accounts of the Company and
all wholly-owned and voting-controlled subsidiaries. All significant
intercompany transactions and accounts have been eliminated.
 
Investments in which the Company owns a 20%, but less than a controlling voting
interest and where it can exercise significant influence over the operations of
the investee, are accounted for using the equity method. All other investments
are accounted for using the cost method. The Company periodically evaluates the
recoverability of investments recorded under the cost method and recognizes
losses if a decline in value is determined to be other than temporary.
 
REVENUE RECOGNITION
 
Networks and Television Production
 
Television Production revenues are recognized as completed episodes are
delivered. Generally, television programs are first licensed for network
exhibition and foreign syndication, and subsequently for domestic syndication,
cable television and home video. Certain television programs are produced and/or
distributed directly for initial exhibition by local television stations,
advertiser-supported cable television, pay television and/or home video.
Television Production advertising revenues (i.e., sales of advertising time
received by Studios USA in lieu of cash fees for the licensing of program
broadcast rights to a broadcast station ("barter syndication")) are recognized
upon both the commencement of the license period of the program and the sale of
advertising time pursuant to non-cancellable agreements, provided that the
program is available for its first broadcast. Foreign minimum guaranteed amounts
are recognized as revenues on the date of the license agreement, provided the
program is available for exhibition.
 
                                      F-117
   271
                           USANi LLC AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
Networks advertising revenue is recognized in the period in which the
advertising commercials are aired on cable networks. Provisions are recorded
against advertising revenues for audience under deliveries ("makegoods").
Affiliate fees are recognized in the period during which the programming is
provided.
 
FILM COSTS
 
Film costs consist of direct production costs and production overhead, less
accumulated amortization. Development roster (and related costs) and abandoned
story and development costs are charged to production overhead. Film costs are
stated at the lower of unamortized cost or estimated net realizable value on a
production-by-production basis.
 
Generally, the estimated ultimate costs of completed television productions are
amortized, and participation expenses are accrued, for each production in the
proportion that current period revenue recognized bears to the estimated future
revenue to be received from all sources. Amortization and accruals are made
under the individual film forecast method. Estimated ultimate revenues and costs
are reviewed quarterly and revisions to amortization rates or write-downs to net
realizable value are made as required.
 
Film costs, net of amortization, classified as current assets include the
portion of unamortized costs of television program productions allocated to
network, first-run syndication and initial international distribution markets.
The allocated portion of released film costs expected to be recovered from
secondary markets or other exploitation is reported as a noncurrent asset. Other
costs relating to television productions, such as television program development
costs, in-process productions and the television program library, are classified
as noncurrent assets.
 
PROGRAM RIGHTS
 
License agreements for program material are accounted for as a purchase of
program rights. The asset related to the program rights acquired and the
liability for the obligation incurred are recorded at their net present value
when the license period begins and the program is available for its initial
broadcast. The asset is amortized primarily based on the estimated number of
airings. Amortization is computed generally on the straight-line basis as
programs air; however, when management estimates that the first airing of a
program has more value than subsequent airings, an accelerated method of
amortization is used. Other costs related to programming, which include program
assembly, commercial integration and other costs, are expensed as incurred.
Management periodically reviews the carrying value of program rights and records
write-offs, as warranted, based on changes in programming usage.
 
COMPREHENSIVE INCOME
 
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). The new rules
establish standards for the reporting of comprehensive income and its components
in financial statements. Comprehensive income consists of net income and other
gains and losses affecting members' equity that, under generally accepted
accounting principles, are excluded from net income. For the Company, such items
consist of unrealized gains and losses on marketable equity investments.
 
                                      F-118
   272
                           USANi LLC AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
ACCOUNTING ESTIMATES
 
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and footnotes thereto.
Actual results could differ from those estimates.
 
Significant estimates underlying the accompanying Consolidated Financial
Statements and Notes include the inventory carrying adjustment, sales return
accrual, allowance for doubtful accounts, recoverability of intangibles and
other long-lived assets, management's forecast of anticipated revenues from the
distribution of television product in order to evaluate the ultimate
recoverability of film inventory and amortization of program usage.
 
RECENTLY ISSUED PRONOUNCEMENTS
 
During fiscal 1997, Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
131") was issued. SFAS 131 requires disclosure of financial and descriptive
information about an entity's reportable operating segments under the
"management approach" as defined in the Statement. The Company will adopt SFAS
131 as of December 31, 1998. The impact of adoption of this standard on the
Company's financial statements is not expected to be material.
 
NOTE C -- BUSINESS ACQUISITIONS
 
The Universal Transaction has been accounted for using the purchase method of
accounting. The purchase price of approximately $4.1 billion including expenses,
has been preliminarily allocated to the assets acquired and liabilities assumed
based on their respective fair values at the date of purchase. The fair value of
the assets acquired and liabilities assumed are summarized below, along with the
excess of the purchase price, including expenses, over the fair value of net
assets, which has been assigned to goodwill.
 


- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
Current assets..............................................    $  431,955
Non-current assets..........................................       329,549
Goodwill....................................................     4,157,720
Current liabilities.........................................       408,254
Non-current liabilities.....................................       395,439

 
                                      F-119
   273
                           USANi LLC AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
The following unaudited pro forma consolidated financial information for the
nine months ended September 30, 1998 and 1997, is presented to reflect the
results of the Company as if the Universal Transaction occurred at the beginning
of each of the periods presented. The pro forma results include certain
adjustments, including increased amortization related to goodwill, the reduction
of programming costs for fair value adjustments related to purchase accounting
and the elimination of intercompany revenues and expenses, and are not
necessarily indicative of what the results would have been had the Universal
Transaction actually occurred on the aforementioned dates.


- ---------------------------------------------------------------------------------------------
                                                                         
                                                                     NINE MONTHS ENDED
                                                                       SEPTEMBER 30,
                                                              -------------------------------
 

                                                                   1998             1997
- ---------------------------------------------------------------------------------------------
                                                                      (In thousands)
                                                                         
Net revenues................................................    $1,705,553       $1,530,115
 
Net earnings................................................        78,383           17,881

 
NOTE D -- MEMBERS' EQUITY
 
In connection with the Universal Transaction, the Company was formed through the
authorization and issuance of three classes of shares, Class A LLC Shares, Class
B LLC Shares and Class C LLC Shares. In return for LLC Shares (i) USAi (and
certain of its subsidiaries) contributed its assets and liabilities related to
its Electronic retailing and Internet services businesses and (ii) Universal
(and certain of its subsidiaries) contributed Networks and Studios USA. On June
30, 1998, and in connection with the Universal Transaction, Liberty purchased
15,000,000 LLC Shares for $308.5 million. USAi, Universal and Liberty (and their
respective subsidiaries) are collectively referred to herein as the "Members".
 
In connection with various equity transactions at USAi, Universal completed its
mandatory purchase obligation in exchange for total consideration of $539.5
million in the form of $234.8 million in cash and $304.5 million applied against
the deferred purchase obligations (including accrued interest.)
 
Liberty exercised certain of its preemptive rights and acquired 4,697,450 shares
of USAi Common Stock in exchange for $93.9 million. USAi contributed $93.9
million to the LLC in exchange for 4,697,450 Class A LLC Shares. In addition,
Liberty exercised certain of its preemptive rights and acquired 7,887,354 Class
C LLC in exchange for $157.7 million in cash.
 
Each of the classes of the LLC Shares are identical in all material respects.
The business and affairs of the Company are managed by Mr. Barry Diller and USAi
in accordance with the Governance Agreement among USAi, Universal, Liberty and
Mr. Diller.
 
By various methods, Universal and Liberty hold the right, from time to time, to
exchange Class B LLC Shares and Class C LLC Shares of the Company for either
USAi Common Stock or USAi Class B Common Stock.
 
NOTE E -- CREDIT FACILITY
 
On February 12, 1998, the Company entered into a new $1.6 billion credit
facility (the "New Facility") with a $40.0 million sub-limit for letters of
credit. The New Facility was used to finance the Universal Transaction and to
refinance USAi's existing revolving credit facility. The New Facility consists
of a $600.0 million revolving credit facility, a $750.0 million Tranche A Term
Loan and a $250.0 million Tranche B Term Loan. On August 5, 1998, the Company
repaid the Tranche B Term Loan in its entirety. The revolving credit facility
and Tranche A Term Loan mature on December 31,
 
                                      F-120
   274
                           USANi LLC AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
2002. The New Facility is guaranteed by substantially all of USAi's material
subsidiaries. The interest rate on borrowings under the New Facility is tied to
an alternate base rate or the London InterBank Rate, in each case, plus an
applicable margin. The interest rate under the New Facility was 6.62% at
September 30, 1998. As of September 30, 1998, there was $750.0 million in
outstanding borrowings under the New Facility and $599.9 million was available
for borrowing after taking into account outstanding letters of credit.
 
NOTE F -- CONSOLIDATED STATEMENTS OF CASH FLOWS
 
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1998:
 


- ----------------------------------------------------------------------------
                                                              (In thousands)
                                                           
     ACQUISITION OF NETWORKS AND STUDIOS USA
       Acquisition price....................................   $ 4,115,531
       Less: Amount paid in cash............................    (1,300,983)
                                                               -----------
       Total non-cash consideration.........................   $ 2,814,548
                                                               ===========
     Components of non-cash consideration:
       Deferred purchase price liability....................   $   300,000
       Issuance of USAi Common Shares and USAi Class B
        Shares..............................................       277,898
       Issuance of USANi LLC Shares.........................     2,236,650
                                                               -----------
                                                               $ 2,814,548
                                                               ===========
 
     Exchange of Class B USANi LLC Shares for Deferred
      Purchase Price Liability..............................   $   304,636
                                                               ===========

 
During the period ended September 30, 1998, the Company acquired computer
equipment through a capital lease totaling $15.5 million.
 
NOTE G -- INVENTORIES
 
- --------------------------------------------------------------------------------
 


                                               SEPTEMBER 30, 1998        DECEMBER 31, 1997
                                             ----------------------    ----------------------
INVENTORIES CONSIST OF                       CURRENT     NONCURRENT    CURRENT     NONCURRENT
- ---------------------------------------------------------------------------------------------
                                                 (In thousands)
                                                                       
Film costs:
     Released, less amortization...........  $ 70,140     $ 63,408
     In process and unreleased.............    14,609           --
Programming rights, net of amortization....   178,318      134,521
Merchandise held for sale..................   173,121           --     $145,975     $     --
Other......................................     1,609
                                             --------     --------     --------     --------
          Total............................  $437,797     $197,929     $145,975     $     --
                                             ========     ========     ========     ========

 
The Company estimates that approximately 90% of unamortized film costs
(including amounts allocated under purchase accounting) at September 30, 1998
will be amortized within the next three years.
 
                                      F-121
   275
                           USANi LLC AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
 
NOTE H -- PROGRAM RIGHTS AND FILM COSTS
 
As of September 30, 1998, the liability for program rights, representing future
payments to be made under program contract agreements amounted to $554.0
million. Annual payments required are $62.2 million for the remainder of 1998,
$176.8 million in 1999, $113.4 million in 2000, $66.9 million in 2001, $49.9
million in 2002 and $84.8 million in 2003 and thereafter. Amounts representing
interest are $250.3 million and the present value of future payments is $530.0
million.
 
As of September 30, 1998, the liability for film costs amounted to $91.6
million. Annual payments are $68.9 million in 1998 and $22.7 million in 1999.
 
Unrecorded commitments for program rights consist of programs for which the
license period has not yet begun or the program is not yet available to air. As
of September 30, 1998, the unrecorded commitments amounted to $664.3 million.
Annual commitments are $6.2 million for the remainder of 1998, $79.1 million in
1999, $129.0 million in 2000, $121.4 million in 2001, $104.4 million in 2002 and
$224.2 million in 2003 and thereafter.
 
NOTE I -- TRANSACTIONS WITH USAi AND SUBSIDIARIES
 
Advances to USAi and subsidiaries as of September 30, 1998 generally represent
net amounts transferred from the Company to USAi and its subsidiaries to fund
operations and other related items. Pursuant to the Investment Agreement, all
excess cash held at USAi and subsidiaries is transferred to the Company no less
frequently than monthly and the Company may transfer funds to USAi to satisfy
obligations of USAi and its subsidiaries. Under the Investment Agreement,
transfers of cash are evidenced by a demand note and accrue interest at the
Company's borrowing rate under the New Facility.
 
During the period ended September 30, 1998, net transfers totaling approximately
$172.0 million were made to repay Home Shopping's existing revolving credit
facility, repay Ticketmaster's existing bank credit facility, fund a promissory
note made by USAi and fund the operations of USAi's broadcast operation, offset
by proceeds from the sale of SF Broadcasting and USAi's Baltimore television
station. The interest incurred on the net transfers for the period ended
September 30, 1998 was approximately $6.5 million.
 
In accordance with the Investment Agreement, certain transfers of funds between
the Company and USAi are not evidenced by a demand note and do not accrue
interest, primarily relating to the establishment of the operations of the
Company.
 
NOTE J -- NOTES OFFERING AND GUARANTEES
 
On November 23, 1998, the Company issued $500.0 million 6 3/4% Senior Notes due
2005 (the "Notes" and "Notes Offering") with USAi, as joint and several
co-obligors. The Notes are jointly and severally guaranteed by substantially all
subsidiaries of the Company and certain wholly and non-wholly owned subsidiaries
of USAi, including Home Shopping.
 
Full financial statements of the Guarantors have not been included because,
pursuant to their respective guarantees, the Guarantors are jointly and
severally liable with respect to the Notes. Management does not believe that the
information contained in full financial statements of the Guarantors would be
material to investors. See the USAi December 31, 1997 financial statements for
summarized statements setting forth certain financial information concerning
Guarantor and Non-Guarantor Subsidiaries.
 
                                      F-122
   276
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Partners of USA Networks
 
In our opinion, the accompanying combined balance sheets and the related
combined statements of income, of cash flows, and of changes in partners' equity
present fairly, in all material respects, the financial position of USA Networks
at December 31, 1996 and 1995, and the results of their operations and their
cash flows for the years then ended in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
 
/s/ PRICEWATERHOUSECOOPERS LLP
 
New York, New York
February 21, 1997
 
                                      F-123
   277
 
                          INDEPENDENT AUDITORS' REPORT
 
The Partners
USA Networks:
 
We have audited the accompanying combined statements of income, cash flows and
changes in partners' equity of USA Networks for the year ended December 31,
1994. These combined financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
combined financial statements based on our audit.
 
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the combined financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the combined financial statements. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall combined financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
 
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
USA Networks for the year ended December 31, 1994 in conformity with generally
accepted accounting principles.
 
                                                                    /s/ KPMG LLP
New York, New York
February 24, 1995
 
                                      F-124
   278
 
                                  USA NETWORKS
                            COMBINED BALANCE SHEETS
                                 (in thousands)
 


                                                                         DECEMBER 31,
                                                              ----------------------------------
                                                                   1996               1995
                                                              ---------------    ---------------
                                                                           
ASSETS
Current assets
     Cash and cash equivalents..............................  $        4,153     $        10,087
     Trade accounts receivable, less allowance of $9,114
       and $20,626 in 1996 and 1995, respectively...........         123,211             113,128
     Program rights.........................................         197,235             167,764
     Prepaid expenses and other current assets..............           7,528               5,122
                                                              ---------------    ---------------
          Total current assets..............................         332,127             296,101
Program rights..............................................         145,985             158,240
Equipment and improvements, net.............................          33,122              33,570
Goodwill, net of accumulated amortization of $10,342
  and $9,257 in 1996 and 1995, respectively.................          33,064              34,150
Other noncurrent assets.....................................          11,647               3,798
                                                              ---------------    ---------------
                                                              $      555,945     $       525,859
                                                              ===============    ===============
 
LIABILITIES AND PARTNERS' EQUITY
Current liabilities
     Trade accounts payable.................................  $        8,870     $        14,397
     Short-term borrowings..................................           3,700                  --
     Accrued liabilities....................................          78,360              52,214
     Program rights.........................................          59,907              49,561
     Program rights-related party...........................         111,456             107,629
                                                              ---------------    ---------------
          Total current liabilities.........................         262,293             223,801
Commitments and contingent liabilities (Notes 10 and 15)....              --                  --
Program rights..............................................          25,211              43,495
Program rights-related party................................         111,364             137,249
Other noncurrent liabilities................................           7,323               3,823
Partners' equity............................................         149,754             117,491
                                                              ---------------    ---------------
                                                              $      555,945     $       525,859
                                                              ===============    ===============

 
    The accompanying notes are an integral part of these combined financial
                                  statements.
                                      F-125
   279
 
                                  USA NETWORKS
                         COMBINED STATEMENTS OF INCOME
                                 (in thousands)
 


                                                                      YEAR ENDED DECEMBER 31,
                                                        ---------------------------------------------------
                                                             1996              1995              1994
                                                        ---------------   ---------------   ---------------
                                                                                   
Revenues
     Advertising, net of agency commissions...........  $       358,455   $       322,739   $       277,364
     Affiliate fees...................................          299,377           243,714           179,057
     Other income.....................................            8,640             3,528             1,350
                                                        ---------------   ---------------   ---------------
                                                                666,472           569,981           457,771
                                                        ---------------   ---------------   ---------------
 
Costs and expenses
     Program..........................................          202,146           132,861           143,260
     Program-related party............................          156,767           172,005           143,351
     Broadcast
       Operating......................................           19,035            15,128            13,392
       Affiliate relations, marketing and research....           80,091            58,405            46,906
     Selling, general and administrative..............           52,464            45,600            39,010
     Depreciation.....................................            6,647             6,243             5,305
     Amortization of goodwill and Sci-Fi investment...            1,930             1,930             1,929
                                                        ---------------   ---------------   ---------------
                                                                519,080           432,172           393,153
                                                        ---------------   ---------------   ---------------
          Operating income............................          147,392           137,809            64,618
Interest income.......................................              827             1,191               766
Taxes.................................................            2,661             3,363               483
                                                        ---------------   ---------------   ---------------
          Net income..................................  $       145,558   $       135,637   $        64,901
                                                        ===============   ===============   ===============

 
    The accompanying notes are an integral part of these combined financial
                                  statements.
                                      F-126
   280
 
                                  USA NETWORKS
                       COMBINED STATEMENTS OF CASH FLOWS
                                 (in thousands)
 


                                                                      YEAR ENDED DECEMBER 31,
                                                        ---------------------------------------------------
                                                             1996              1995              1994
                                                        ---------------   ---------------   ---------------
                                                                                   
Cash flows from operating activities
     Net income.......................................  $       145,558   $       135,637   $        64,901
     Adjustments to reconcile net income to net cash
       provided by operations:
       Amortization of program rights.................          160,194           104,074           118,757
       Amortization of program rights-related party...          156,767           172,005           143,351
       Increase (decrease) in makegoods...............           20,182            (3,769)           (3,800)
       Depreciation...................................            6,647             6,243             5,305
       Amortization of goodwill and Sci-Fi
          investment..................................            1,930             1,930             1,929
       Provision for affiliate rate reserve...........            2,694             8,447            19,573
       Provision for bad debts and other noncash
          charges.....................................            5,100             4,887             3,259
     Change in operating assets and liabilities
       Acquisition of program rights..................         (161,805)          (68,898)         (135,264)
       Acquisition of program rights-related party....         (172,372)         (174,525)         (125,284)
       (Decrease) increase in liability for program
          rights......................................          (29,996)          (29,171)           21,815
       Increase in accounts receivable................          (13,961)          (34,463)          (31,498)
       Increase in prepaid expenses and other
          assets......................................           (3,447)           (2,015)           (1,129)
       (Decrease) increase in accounts payable........           (5,527)            6,265             1,247
       Increase (decrease) in accrued liabilities and
          other noncurrent liabilities................            4,179             9,078            (1,731)
                                                        ---------------   ---------------   ---------------
          Net cash provided by operating activities...          116,143           135,725            81,431
                                                        ---------------   ---------------   ---------------
Cash flows from investing activities
     Investment in available for sale securities......           (1,479)               --                --
     Investment in USA Brazil.........................           (2,025)               --                --
     Purchase of equipment............................           (6,221)           (2,971)           (4,970)
     Payments for satellite transponder...............               --                --            (4,375)
                                                        ---------------   ---------------   ---------------
       Net cash used in investing activities..........           (9,725)           (2,971)           (9,345)
                                                        ---------------   ---------------   ---------------
Cash flows from financing activities
     Distribution to Partners.........................         (116,000)         (130,100)          (72,000)
     Increase in short-term borrowings................            3,700                --                --
     Charge on behalf of Partners - for prior years'
       NYC UBT........................................               --            (2,560)               --
                                                        ---------------   ---------------   ---------------
          Net cash used in financing activities.......         (112,300)         (132,660)          (72,000)
                                                        ---------------   ---------------   ---------------
Effect of exchange rate changes on cash...............              (52)              (21)               --
                                                        ---------------   ---------------   ---------------
     (Decrease) increase in cash and cash
       equivalents....................................           (5,934)               73                86
Cash and cash equivalents at beginning of year........           10,087            10,014             9,928
                                                        ---------------   ---------------   ---------------
Cash and cash equivalents at end of year..............  $         4,153   $        10,087   $        10,014
                                                        ===============   ===============   ===============
Supplemental disclosures of cash flow information:
     Taxes paid.......................................  $         4,525   $            --   $           401
                                                        ===============   ===============   ===============

 
    The accompanying notes are an integral part of these combined financial
                                  statements.
                                      F-127
   281
 
                                  USA NETWORKS
               COMBINED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
                                 (in thousands)
 
                                                           
BALANCE AT DECEMBER 31, 1993................................  $       121,552
Equity cash distributions...................................          (72,000)
Net income for the year.....................................           64,901
                                                              ---------------
 
BALANCE AT DECEMBER 31, 1994................................  $       114,453
Equity cash distributions...................................         (130,100)
NYC UBT.....................................................           (2,560)
Translation adjustment......................................               61
Net income for the year.....................................          135,637
                                                              ---------------
 
BALANCE AT DECEMBER 31, 1995................................  $       117,491
Equity cash distributions...................................         (116,000)
Unrealized holding gain.....................................            1,998
Translation adjustment......................................              707
Net income for the year.....................................          145,558
                                                              ---------------
 
BALANCE AT DECEMBER 31, 1996................................  $       149,754
                                                              ===============


 
    The accompanying notes are an integral part of these combined financial
                                  statements.
                                      F-128
   282
 
                                  USA NETWORKS
                     NOTES TO COMBINED FINANCIAL STATEMENTS
 
1.  ORGANIZATION
 
USA Networks ("USAN") and its related entity, Sci-Fi Channel Europe, L.L.C.
("Sci-Fi Europe") (collectively, "Combined USAN") operates three advertiser
supported 24-hour cable television networks -- USA Network, Sci-Fi Channel and
Sci-Fi Europe. USAN operates in the United States and Latin America and Sci-Fi
Europe operates in Northern Europe. USAN, consisting of USA Network and Sci-Fi
Channel, is a general partnership in which the partners share profits and losses
equally. The general partners are Eighth Century Corporation, a wholly owned
indirect subsidiary of Viacom Inc. ("Viacom," 50%) and Universal Studios, Inc.
and its wholly owned subsidiary Universal City Studios, Inc. (collectively,
"Universal," 50%). Sci-Fi Europe, which was launched November 1, 1995, is a
limited liability company with the same ownership structure as USAN.
 
2.  PRESENTATION AND BASIS OF COMBINATION
 
The accompanying combined financial statements include the accounts of USAN and
Sci-Fi Europe, which are related through common ownership and common management.
All significant intercompany transactions and balances have been eliminated.
 
3.  SIGNIFICANT ACCOUNTING POLICIES
 
     Program rights
 
License agreements for program material are accounted for as a purchase of
program rights. The asset related to the program rights acquired and the
liability for the obligation incurred are recorded at the gross amount when the
license period begins and the program is available for its initial broadcast.
The asset is amortized primarily based on the estimated number of airings.
Amortization is computed generally on the straight-line basis as programs air;
however, when management estimates that the first airing of a program has more
value than subsequent airings, an accelerated method of amortization is used.
Other costs related to programming, which include program assembly, commercial
integration and other costs, are expensed as incurred. Management periodically
reviews the carrying value of program rights and records write-offs, as
warranted, based on changes in programming usage. Certain programs which have
been written-off may air in future periods as a result of changes in
programming.
 
     Equipment and improvements
 
Equipment and improvements are reported at cost. Depreciation is recorded using
the straight-line basis over the estimated useful lives of the assets.
Amortization of leasehold improvements is recorded over the shorter of the
estimated useful lives or the term of the related leases.
 
     Cash equivalents
 
Cash equivalents consist of overnight Eurodollar time deposits and government
repurchase agreements with original maturities of three months or less.
 
     Foreign Currency Translation
 
The operations of all foreign entities are principally measured in local
currencies. Assets and liabilities are translated into U.S. dollars using
exchange rates in effect at the end of each reporting period. Revenues and
expenses are translated at the average exchange rates prevailing during the
period.
 
                                      F-129
   283
                                  USA NETWORKS
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
 
Adjustments resulting from translating the financial statements of foreign
entities into U.S. dollars are recorded in Partners' equity.
 
     Goodwill
 
Goodwill represents the excess of the purchase price paid over the partnership
equity interest acquired from a withdrawing partner and is amortized on the
straight-line basis over 40 years. On an annual basis, management reviews the
recoverability of goodwill. The measurement of possible impairment is based
primarily on the ability to recover the balance of the goodwill from expected
future operating cash flows on an undiscounted basis. In management's opinion,
no such impairment exists as of December 31, 1996 or 1995.
 
     Short Term Borrowings
 
Combined USAN has a $15 million revolving line of credit with the Bank of New
York to borrow funds at current money market rates of interest. The December 31,
1996 outstanding balance was repaid in early January 1997.
 
     Revenue recognition
 
Advertising revenue is recognized in the period in which the advertising
commercials are aired. Provisions are recorded against advertising revenues for
audience under deliveries ("makegoods"). Affiliate fees are recognized in the
period during which the programming is provided.
 
     Income taxes
 
USAN and Sci-Fi Europe are partnerships and, accordingly, no provision is made
for federal and state income taxes. Combined USAN provides for New York City
Unincorporated Business Taxes ("NYC UBT") and certain foreign withholding taxes.
 
     Use of estimates
 
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
     Fair value of financial instruments
 
The carrying amounts of Combined USAN's cash and cash equivalents, accounts
receivable, prepaid expenses and other assets, accounts payable, short-term
borrowings and accrued liabilities approximate fair value because of the
short-term maturity of such financial instruments.
 
4.  NEW YORK CITY UNINCORPORATED BUSINESS TAXES
 
The obligation for NYC UBT for years 1992 and prior has been cleared with the
taxing authorities. The obligation for NYC UBT for years prior to 1991 has been
assumed by the general partners. NYC UBT for 1990 has been audited by the taxing
authorities; since these obligations were directly assumed by the partners, the
related obligation of $2,560,000 was charged to Partners' equity in 1995. NYC
UBT were not provided for in 1994 due primarily to utilization of carryforward
losses and a claim for refund of approximately $900,000 for 1992 NYC UBT.
 
                                      F-130
   284
                                  USA NETWORKS
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
 
5.  EQUIPMENT AND IMPROVEMENTS
 
A summary of equipment and improvements is as follows:
 


                                                                        DECEMBER 31,
                                                               ------------------------------
                                                 ASSET LIVES       1996             1995
                                                 -----------   -------------    -------------
                                                                       (IN THOUSANDS)
                                                                       
Transponders...................................      10        $      31,725    $      31,725
Leasehold improvements.........................       5*              17,541           15,607
Office furniture, computers and other..........       5               12,111            9,742
Production and transmission equipment..........       5                7,034            5,116
                                                               -------------    -------------
                                                                      68,411           62,190
     Accumulated depreciation and
       amortization............................                      (35,289)         (28,620)
                                                               -------------    -------------
                                                               $      33,122    $      33,570
                                                               =============    =============

 
- ---------------
* Leasehold improvements are amortized over the lesser of the terms of the
  respective leases or 5 years.
 
6.  PROGRAM RIGHTS
 
As of December 31, 1996, Combined USAN's liability for program rights which
represents future payments to be made under program contract agreements amounted
to $307,938,000. Annual payments required are $171,364,000 in 1997, $85,650,000
in 1998, $30,849,000 in 1999, $13,292,000 in 2000 and $6,783,000 in 2001. The
fair value of program rights payable is estimated as the present value of the
future payments calculated using the borrowing rate currently available to
Combined USAN. Such amount is approximately $279,872,000.
 
7.  LEASES
 
Combined USAN leases office space, editing/broadcasting facilities and equipment
under noncancelable operating leases. These leases provide for fixed rentals
and, in some cases, additional amounts based on inflation. Rent expense under
these leases amounted to $12,913,580, $9,963,000 and $10,760,000 in 1996, 1995
and 1994, respectively.
 
As of December 31, 1996, future minimum annual payments under noncancelable
operating leases with terms of one year or more are $13,987,000 in 1997,
$14,402,000 in 1998, $12,169,000 in 1999, $10,770,000 in 2000, and $10,799,000
in 2001 and $36,400,000, thereafter.
 
8.  EMPLOYEE BENEFIT PLANS
 
Combined USAN has a defined contribution pension, profit sharing and 401(k) plan
which covers substantially all employees. The 401(k) feature of the plan
provides for voluntary contributions by employees, which are partially matched
by Combined USAN. Expense under the defined contribution, profit-sharing and
401(k) plan for 1996, 1995 and 1994 was $2,739,000, $2,722,000 and $2,114,000,
respectively.
 
Combined USAN also maintains nonqualified executive and nonexecutive
supplemental benefit plans for certain key executive officers and employees.
During 1996, 1995 and 1994, the annual expenses under these plans were
approximately $996,000, $564,000 and $412,000, respectively. The liability for
the supplemental benefit plans was approximately $3,812,000 and $2,519,000 as of
December 31, 1996 and 1995, respectively, and is included in other noncurrent
liabilities in the accompanying
 
                                      F-131
   285
                                  USA NETWORKS
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
 
balance sheet. This liability is funded by Combined USAN-owned life insurance
policies which are recorded in the accompanying balance sheet at a cash
surrender value of approximately $2,826,000 and $1,158,000 as of December 31,
1996 and 1995, respectively.
 
Combined USAN has employment agreements with certain key executive officers.
With regard to the deferred compensation portion of these agreements, the annual
expenses were approximately $1,901,000, $942,000 and $805,000 for the years
ended December 31, 1996, 1995 and 1994, respectively. The liability for deferred
compensation was $2,638,000 and $3,417,000 at December 31, 1996 and 1995,
respectively.
 
9.  ACCRUED LIABILITIES
 
A summary of accrued liabilities is as follows:


                                                              DECEMBER 31,
                                                            -----------------
                                                             1996      1995
                                                            -------   -------
                                                                
                                                             (IN THOUSANDS)
 

                                                                
Makegood accrual..........................................  $33,922   $16,478
Marketing accrual.........................................   12,982     8,679
Royalty accrual...........................................    7,836     6,063
Deferred revenue..........................................    7,823     5,639
Other.....................................................   15,797    15,355
                                                            -------   -------
                                                            $78,360   $52,214
                                                            =======   =======

 
10.  UNRECORDED COMMITMENTS
 
Combined USAN's unrecorded commitments for program rights consist of programs
for which the license period has not yet begun or the program is not yet
available to air. At December 31, 1996, the unrecorded commitments amounted to
$650,853,000. Annual commitments are $112,600,000 in 1997, $106,717,000 in 1998,
$112,909,000 in 1999, $101,196,000 in 2000, $69,402,000 in 2001 and
$148,029,000, thereafter.
 
In connection with the 1992 acquisition of Sci-Fi Channel, certain contingent
amounts will be payable 90 days after the first full calendar year that the net
revenues of Sci-Fi Channel and Sci-Fi Europe combined exceed the following
amounts:


                        REQUIRED
     REVENUES           PAYMENTS
     --------           --------
                    
           (IN THOUSANDS)
 

                    
          $75,000      $     2,500
          100,000            5,000
          150,000            7,500

 
For the years ended December 31, 1996, 1995 and 1994, Sci-Fi Channel and Sci-Fi
Europe, collectively, had net revenues of $87,626,000, $48,600,000 and
$22,607,000, respectively. Combined USAN will pay $2,500,000 to the former owner
of Sci-Fi Channel during March 1997 in accordance with the Sci-Fi Channel
acquisition agreement.
 
USAN has a licensing agreement with a Latin American partnership consisting of
Multivision of Mexico and Produfe of Argentina to supply programming for a
24-hour Spanish language, general entertainment network in Latin America
(excluding Brazil). Each Latin American partner has agreed
 
                                      F-132
   286
                                  USA NETWORKS
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
 
to carry and distribute the network in its own and contiguous countries.
Advertising and affiliate revenues will be shared between USAN and the Latin
American partners. USAN's costs are limited to programming rights and New York
overhead costs.
 
11.  RELATED PARTY TRANSACTIONS
 
A summary of related party program transactions between Combined USAN and Viacom
and Universal are as follows:


                                                      VIACOM           UNIVERSAL           TOTAL
                                                  ---------------   ---------------   ---------------
                                                                          
                                                                    (IN THOUSANDS)
 

                                                                          
Program acquisitions.....................  1996   $       107,813   $        64,559   $       172,372
                                           1995            76,242            98,283           174,525
                                           1994            34,017            91,267           125,284
Programming expense......................  1996            63,377            93,390           156,767
                                           1995            67,329           104,676           172,005
                                           1994            69,137            74,214           143,351
Liability for program rights at
  year-end...............................  1996*           97,194           125,626           222,820
                                           1995            69,926           174,952           244,878
Unrecorded program commitments...........  1996*          139,643           163,826           303,469
                                           1995           163,084           128,953           292,037

 
- ---------------
* Such amounts have been included in notes 6 and 10.
 
The Company leases transmission and uplink facilities from related parties under
noncancelable operating leases. Rent expense under leases with related parties
totaled $1,275,000, $217,000 and $0 in 1996, 1995 and 1994, respectively.
 
Future minimum annual payments under noncancelable operating leases with related
parties are $1,033,000 in 1997, $1,062,000 in 1998, $1,085,000 in 1999,
$1,098,000 in 2000, $991,000 in 2001, and $3,553,000, thereafter.
 
Universal negotiated the business terms on Combined USAN's behalf for the
license of certain programming. The purchase price was funded by an
interest-free loan from Universal to Combined USAN, of which $16 million was
advanced as of December 31, 1994 to fund contemporaneous payments to the program
licensor. The payments to Universal are being made in the ordinary course of
Combined USAN's business and as such this has been reflected as an agreement to
purchase programming rights. The remaining balance of $7,333,334, which is
included in the liabilities for program rights and unrecorded program
commitments, will be paid to Universal in equal installments of $3,666,667 in
1997 and 1998.
 
12.  AFFILIATION AGREEMENTS
 
Affiliation contracts with certain major multiple cable system operators expired
in recent years. USAN is currently negotiating rate increases as well as other
contractual terms with the respective affiliates. In 1996, USAN received a
settlement from one of its affiliates related to rate discrepancies relating to
1996 and prior years. This settlement did not have a material effect on reported
results.
 
                                      F-133
   287
                                  USA NETWORKS
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
 
13.  INVESTMENT IN MARKETABLE EQUITY SECURITIES
 
On April 26, 1996, Combined USAN acquired a common stock investment in CNET,
Inc. ("CNET"). This investment amounts to approximately $3,477,000 as of
December 31, 1996 and is accounted for as available for sale securities in
accordance with Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities."
 
On July 1, 1996, Combined USAN and CNET amended a previous programming agreement
whereby Combined USAN licenses the right to air certain CNET programming for a
fee equivalent to the production cost of the programs. In addition, under the
agreement, CNET granted to Combined USAN 516,750 non-transferable warrants to
purchase CNET common stock. Combined USAN earns the right to exercise these
warrants at interim points over the term of the agreement by airing the CNET
programs.
 
Effective July 1, 1996, Combined USAN became vested in 206,700 of the warrants
granted. The vested portion of the warrants is recorded in the Combined Balance
Sheets at a value amounting to approximately $2,150,000. This value is based on
the market value of CNET stock on the date of the initial public offering (July
2, 1996) less a restricted security discount. In addition, Combined USAN
recorded deferred revenue which is recognized as a reduction in Combined USAN's
programming costs over the term of the agreement. If Combined USAN continues to
air the CNET programming in accordance with the noted agreement, Combined USAN
will become vested in 155,025 warrants on July 1, 1997 and 155,025 warrants on
July 1, 1998.
 
14.  USA BRAZIL
 
USA Brazil was launched on May 10, 1996 through a joint venture between USAN
(50%) and Globosat (50%), a multi-channel programming company based in Brazil.
USAN's share of USA Brazil's operating loss for the eight months ended December
31, 1996 was approximately $1,800,000.
 
15.  OTHER MATTERS
 
USAN is involved in continuing disputes regarding the amounts to be paid by it
for the performance of copyrighted music from members of the American Society of
Composers, Authors and Publishers ("ASCAP") and by Broadcast Music, Inc.
("BMI"). The payments to be made to ASCAP will be determined by a federal judge
in a so-called "rate court" proceeding. In the initial phase of the proceeding,
it has been determined that USAN is to pay ASCAP an interim fee of three-tenths
of one percent (0.3%) of its gross revenues. This fee level is subject to
adjustment upward or downward in future rate court proceedings or as the result
of subsequent negotiations for all payments from January 1, 1986. All ASCAP
claims prior to January 1, 1986 have been settled and are final.
 
On November 1, 1991, USAN and BMI agreed to terms on a license which provided
for payment of a stipulated sum as final payment for all periods prior to and
including December 31, 1989 for the payment of license fees, which are now
final, amounting to three-tenths of one percent (0.3%) of USAN's gross revenues
for the period from January 1, 1990 through June 30, 1992 and for interim fees
of three-tenths of one percent (0.3%) from July 1, 1992 and forward. This
arrangement is terminable by either party upon 30-days notice. In December 1994,
a BMI "rate court" was established under the provisions of BMI's own government
consent decree. The establishment of this rate court could, by the terms of the
BMI license, subject the interim fees to upward or downward
 
                                      F-134
   288
                                  USA NETWORKS
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
 
adjustment, resulting from a rate determination proceeding before that court
should such a proceeding be initiated.
 
16.  GEOGRAPHIC INFORMATION
 
The following table sets forth information regarding operating revenues,
operating income or loss, total assets, depreciation and amortization and
capital expenditures by geographic area. Northern Europe represents Sci-Fi
Europe and Latin America includes USA Brazil and the licensing agreement with
the Latin American partnership (Note 10).


                                                                YEAR ENDED
                                                               DECEMBER 31,
                                                                   1996
                                                              ---------------
                                                           
                                                              (IN THOUSANDS)
 

                                                           
Operating revenue
     United States..........................................  $       646,298
     Northern Europe........................................            7,997
     Latin America..........................................            3,537
                                                              ---------------
                                                              $       657,832
                                                              ===============
Operating income (loss)
     United States..........................................  $       167,548
     Northern Europe........................................          (16,965)
     Latin America..........................................           (3,191)
                                                              ---------------
                                                              $       147,392
                                                              ===============
Total assets
     United States..........................................  $       533,248
     Northern Europe........................................           21,872
     Latin America..........................................              825
                                                              ---------------
                                                              $       555,945
                                                              ===============
Depreciation and amortization of goodwill and Sci-Fi
  investment
     United States..........................................  $         8,343
     Northern Europe........................................              234
                                                              ---------------
                                                              $         8,577
                                                              ===============
Capital Expenditures
     United States..........................................  $         5,530
     Northern Europe........................................              691
                                                              ---------------
                                                              $         6,221
                                                              ===============

 
17.  EVENT SUBSEQUENT TO FEBRUARY 21, 1997 (UNAUDITED)
 
Effective October 21, 1997, Universal acquired Viacom's 50% interest in USAN and
Sci-Fi Europe for $1.7 billion in cash. The acquisition is being accounted for
as a purchase, and Universal has not yet completed its purchase price
allocation. A fair market valuation of assets acquired and liabilities assumed
of Combined USAN will be completed in the near future. The items to be valued
include program assets and liabilities, future commitments to purchase
programming and other contractual commitments. The resulting unallocated
goodwill is expected to be amortized over a 40 year life. Under the acquisition
agreement, Combined USAN is committed to purchase certain programs from Viacom.
The maximum program commitment is estimated at $320 million.
 
                                      F-135
   289
                                  USA NETWORKS
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
 
On October 19, 1997, HSN, Inc. ("HSNi") agreed to acquire from Universal USAN
and the domestic television production and distribution business of Universal in
exchange for $4.075 billion in value, comprised of a combination of securities
that in effect represent a 45% equity interest in HSNi and up to $1.43 billion
in cash, plus, in certain circumstances, an additional payment in the form of a
cash distribution. A new joint venture will be created consisting mainly of
Sci-Fi Europe and the international operations of USAN and will be equally owned
by HSNi and Universal. In addition, HSNi intends to change its corporate name to
"USA Networks, Inc." This transaction, which is expected to close in the first
quarter of 1998, is subject to customary conditions, including HSNi stockholder
approval.
 
                                      F-136
   290
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and Shareholder of Universal Studios, Inc.
 
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations and of cash flows present fairly, in all
material respects, the financial position of the Universal Television Group at
June 30, 1997 and 1996, and the results of its operations and its cash flows for
each of the three years in the period ended June 30, 1997, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
 
As discussed in Note 1 to the financial statements, The Seagram Company Ltd.
acquired an 80% interest in Universal Studios, Inc. on June 5, 1995. As a result
of the application of purchase accounting, the financial statements for the
period ended June 4, 1995 are presented on a different cost basis than
subsequent financial statements.
/s/ PRICEWATERHOUSECOOPERS LLP
 
Century City, California
December 8, 1997
 
                                      F-137
   291
 
                           UNIVERSAL TELEVISION GROUP
                            COMBINED BALANCE SHEETS
                                 (in thousands)
 


                                                              JUNE 30,    JUNE 30,
                                                                1997        1996
                                                              --------    --------
                                                                    
ASSETS
Current assets:
     Cash and cash equivalents..............................  $  18,929   $  19,046
     License fees and other receivables, less allowances....    190,949     171,923
     License fees receivable from Combined USAN.............     40,347      43,108
     Program costs, net of amortization.....................    152,226     121,629
     Prepaid expenses and other.............................      6,661       4,965
                                                              ---------   ---------
          Total current assets..............................    409,112     360,671
Program costs, net of amortization..........................    257,301     236,442
License fees receivable, less allowances....................     77,247     115,751
License fees receivable from Combined USAN..................     25,875      35,780
Investment in Combined USAN.................................    794,266     804,834
Goodwill....................................................    119,587      72,969
Deferred charges and other assets...........................      8,912      10,688
Property, plant and equipment, net..........................      7,218       4,296
                                                              ---------   ---------
          Total assets......................................  $1,699,518  $1,641,431
                                                              =========   =========
LIABILITIES AND UNIVERSAL EQUITY INVESTMENT
Current liabilities:
     Accounts payable and accrued liabilities...............  $  38,445   $  30,688
     Accrued compensation and participations................    134,285      96,346
     Deferred film revenues.................................     38,452      31,025
     Income taxes...........................................     42,000      12,100
                                                              ---------   ---------
          Total current liabilities.........................    253,182     170,159
Accrued compensation and participations.....................     53,750      68,336
Other obligations payable after one year....................      7,661      18,572
Deferred income taxes, net..................................     54,100      75,800
Commitments and contingencies (Note 11).....................         --          --
Universal equity investment.................................  1,330,825   1,308,564
                                                              ---------   ---------
          Total liabilities and Universal equity
            investment......................................  $1,699,518  $1,641,431
                                                              =========   =========

 
    The accompanying notes are an integral part of these combined financial
                                  statements.
                                      F-138
   292
 
                           UNIVERSAL TELEVISION GROUP
                       COMBINED STATEMENTS OF OPERATIONS
                                 (in thousands)
 


                                                              FOR THE
                                                        YEAR ENDED JUNE 30,     FOR THE PERIOD
                                                        --------------------    JULY 1, 1994 TO
                                                          1997        1996       JUNE 4, 1995
                                                        --------    --------    ---------------
                                                                       
REVENUES
     Program licensing................................  $633,429    $696,336       $636,626
     Program licensing -- Combined USAN...............    50,911      38,812         73,970
                                                        --------    --------       --------
                                                         684,340     735,148        710,596
 
COSTS AND EXPENSES
     Program costs....................................   554,332     560,255        693,146
     Selling, general and administrative expenses.....    92,512      78,346         50,644
     Depreciation and amortization....................    13,681       9,945         20,947
                                                        --------    --------       --------
 
OPERATING INCOME (LOSS)...............................    23,815      86,602        (54,141)
NONOPERATING INCOME
     Combined USAN pre-tax equity earnings, net of
       goodwill amortization..........................    50,593      52,209         44,431
     Interest income, net.............................     1,329         281            634
                                                        --------    --------       --------
INCOME (LOSS) BEFORE INCOME TAXES.....................    75,737     139,092         (9,076)
INCOME TAX PROVISION (BENEFIT)........................    37,000      60,600         (3,100)
                                                        --------    --------       --------
NET INCOME (LOSS).....................................  $ 38,737    $ 78,492       $ (5,976)
                                                        ========    ========       ========

 
    The accompanying notes are an integral part of these combined financial
                                  statements.
                                      F-139
   293
 
                           UNIVERSAL TELEVISION GROUP
                       COMBINED STATEMENTS OF CASH FLOWS
                                 (in thousands)
 


                                                             FOR THE
                                                       YEAR ENDED JUNE 30,      FOR THE PERIOD
                                                      ----------------------    JULY 1, 1994 TO
                                                        1997         1996        JUNE 4, 1995
                                                      ---------    ---------     ------------
                                                                       
Cash flows from operating activities:
     Net income (loss)..............................  $  38,737    $  78,492       $  (5,976)
Adjustments to reconcile net income (loss) to net
  cash provided by operations:
     Additions to program costs.....................   (483,271)    (515,202)       (511,272)
     Amortization of program costs..................    425,010      468,162         567,294
     Amortization of goodwill and other assets......     31,106       25,863          30,293
     Depreciation of plant and equipment............      1,408        1,265             855
     Equity in net income of Combined USAN..........    (68,047)     (66,579)        (53,517)
     Distributions received from Combined USAN......     56,250       64,950          49,600
     Decrease (increase) in license fees and other
       receivables..................................     19,478       17,645         (12,665)
     Decrease (increase) in license fees receivable
       from Combined USAN...........................     12,666       53,952         (42,554)
     (Decrease) increase in accounts payable and
       other liabilities............................     (3,154)         406           9,485
     Increase (decrease) in accrued compensation and
       participations...............................     23,353      (39,372)         13,694
     Increase (decrease) in deferred film
       revenues.....................................      7,427       (4,138)         17,250
     Increase (decrease) in current and deferred
       income taxes.................................      8,200       48,963         (13,776)
     Other changes, net.............................     (3,680)      12,333          13,082
                                                      ---------    ---------       ---------
Net cash provided by operating activities...........     65,483      146,740          61,793
                                                      ---------    ---------       ---------
Cash flows from financing activities
     Net cash transferred to Universal..............    (15,837)    (145,552)        (44,566)
                                                      ---------    ---------       ---------
Net cash used in financing activities...............    (15,837)    (145,552)        (44,566)
                                                      ---------    ---------       ---------
Cash flows from investing activities
     Property, plant and equipment..................     (4,330)      (1,687)         (1,621)
     Acquisition of assets of Multimedia
       Entertainment................................    (49,100)          --              --
     Loan repayments from Combined USAN.............      3,667        3,667           2,167
     Loans to Combined USAN.........................         --           --          (6,000)
                                                      ---------    ---------       ---------
Net cash (used) provided by investing activities....    (49,763)       1,980          (5,454)
                                                      ---------    ---------       ---------
(Decrease) increase in cash and cash equivalents....       (117)       3,168          11,773
Cash and cash equivalents at beginning of year......     19,046       15,878          10,954
                                                      ---------    ---------       ---------
Cash and cash equivalents at end of year............  $  18,929    $  19,046       $  22,727
                                                      =========    =========       =========
Supplemental disclosures of cash flow information:
     Interest paid..................................  $     600    $     600       $     800
                                                      =========    =========       =========
     Income taxes paid (net of refunds received)....  $  28,800    $  10,700       $  10,200
                                                      =========    =========       =========

 
    The accompanying notes are an integral part of these combined financial
                                  statements.
                                      F-140
   294
 
                           UNIVERSAL TELEVISION GROUP
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 (in thousands)
 
NOTE 1 -- BASIS OF PRESENTATION
 
For the purpose of these combined financial statements, Universal Television
Group includes the domestic production and the domestic and international
distribution of television product and 50% of the operations of USA Networks
("USAN") and Sci-Fi Channel Europe, L.L.C. ("Sci-Fi Europe") (collectively,
"Combined USAN"). These assets are owned by Universal Studios, Inc.
("Universal") which is 80% owned by The Seagram Company, Ltd. ("Seagram") and
20% owned by Matsushita Electric Industrial Co., Ltd. ("Matsushita") at June 30,
1997. Subsequently, Seagram increased its ownership of Universal to 84% reducing
Matsushita's ownership to 16%. Pursuant to the terms of an Investment Agreement,
dated as of October 19, 1997, among Universal, HSNi, Inc. ("HSNi"), Home
Shopping Network, Inc. and Liberty Media Corporation ("Liberty"), Universal will
contribute USAN and its domestic television production and distribution business
("UTV") to HSNi.
 
Universal Television Group's primary source of revenues is from the production,
distribution and licensing of television programs. Universal Television Group's
product is distributed throughout the world with sales and distribution
activities located principally in the United States and Europe. Subsequent to
the proposed transaction between Universal and HSNi, as discussed in Note 15,
UTV's product will be distributed internationally by Universal for a fee. Also,
Universal will pay a fee to UTV for the domestic distribution of television
programs remaining with Universal.
 
The accompanying combined financial statements and related notes reflect the
carve-out historical results of operations and financial position of the
television business of Universal, as described above. These financial statements
are not necessarily indicative of results that would have occurred if Universal
Television Group had been a separate, stand-alone entity during the periods
presented or of future results of Universal Television Group.
 
The combined financial statements are presented for the period July 1, 1994
through June 4, 1995 ("1995") and for the fiscal years ended June 30, 1996
("1996") and June 30, 1997 ("1997"). The 1995 financial statements are presented
on a different cost basis than the 1997 and 1996 financial statements, which are
presented on a basis incorporating purchase accounting resulting from Seagram's
acquisition of an 80% interest in Universal on June 5, 1995. As a result, the
combined financial statements presented for the 1995 period are not comparable
to those for subsequent periods presented. The results for the 25-day period
from June 5, 1995 through June 30, 1995 are summarized in Note 14.
 
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES
 
PRINCIPLES OF COMBINATION
 
The accompanying combined financial statements include the accounts of Universal
Television Group and all of its investments of 50% or more owned subsidiaries.
The 50% interest in Combined USAN is accounted for under the equity method. All
significant intercompany transactions with combined entities have been
eliminated.
 
REVENUE RECOGNITION
 
Generally, television programs are first licensed for network exhibition and
foreign syndication, and subsequently for domestic syndication, cable television
and home video. Certain television programs are produced and/or distributed
directly for initial exhibition by local television stations, advertiser-
supported cable television, pay television and/or home video. Revenues are
recognized as completed
 
                                      F-141
   295
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 
episodes are delivered. Advertising revenues (i.e., sales of advertising time
received by Universal Television Group in lieu of cash fees for the licensing of
program broadcast rights to a broadcast station ("barter syndication")) are
recognized upon both the commencement of the license period of the program and
the sale of advertising time pursuant to non-cancelable agreements, provided
that the program is available for its first broadcast. Foreign minimum
guaranteed amounts or inducement fees are recognized as revenues on the date of
the license agreement, provided the program is available for exhibition.
Deferred revenues consist principally of advance payments received on television
contracts for which the program materials are not yet available for broadcast
exploitation.
 
PROGRAM COSTS
 
Program costs consist of direct production costs and production overhead less
accumulated amortization. Development roster and related costs and abandoned
story and development costs are charged to production overhead. Program costs
are stated at the lower of unamortized cost or estimated net realizable value on
a production-by-production basis.
 
Generally, the estimated ultimate costs of completed television productions are
amortized and participation expenses are accrued for each production in the
proportion that current period revenue recognized by Universal Television Group
bears to the estimated future revenue to be received from all sources, under the
individual film forecast method. Estimated ultimate revenues and costs are
reviewed quarterly and revisions to amortization rates or write-downs to net
realizable value are made as required. Acquired library costs of approximately
$121,900, included in noncurrent program costs at June 30, 1997, resulted from
the acquisition of Universal by Seagram. Acquired library costs are being
amortized on the straight-line basis over a 20 year life.
 
Program costs, net of amortization, classified as current assets include the
portion of unamortized costs of television program productions allocated to
network, first run syndication and initial international distribution markets.
The allocated portion of released program costs expected to be recovered from
secondary markets or other exploitation is reported as a noncurrent asset. Other
costs relating to television productions, such as television program development
costs, in-process productions and the television program library, are classified
as noncurrent assets.
 
PROPERTY, PLANT AND EQUIPMENT, NET
 
Buildings and improvements (lives of 10-40 years) and furniture, fixtures and
equipment (lives of 3-8 years) are recorded at cost and are depreciated on the
straight-line basis. Leasehold improvements are amortized over the lesser of the
terms of the respective leases or the lives of the improvements.
 
GOODWILL
 
As a result of the acquisition of Universal by Seagram, goodwill of $75 million
has been allocated to Universal Television Group as of the acquisition date of
June 5, 1995. Additional goodwill of $49 million results from the acquisition of
certain television assets as discussed in Note 3.
 
The unallocated excess of cost of purchased businesses over the fair value of
assets acquired and the excess of investments in unconsolidated companies over
the underlying equity in tangible net assets acquired are being amortized on the
straight-line basis principally over 40 years from the date of acquisition.
 
                                      F-142
   296
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 
It is Universal Television Group's policy to evaluate the recovery of goodwill
if there is an event or change in circumstances which establishes the existence
of impairment indicators and to recognize impairment if it is probable that the
recorded amounts are not recoverable from future undiscounted cash flows
(excluding interest).
 
CASH AND CASH EQUIVALENTS
 
Cash and cash equivalents include cash and highly liquid temporary investments
that have original maturities of three months or less.
 
FOREIGN CURRENCY TRANSLATION
 
For affiliates operating outside the United States, the functional currency is
generally determined to be the local currency. Assets and liabilities are
translated into U.S. dollars using exchange rates in effect at the end of the
reporting period. Revenues and expenses are translated at average exchange rates
prevailing during the period. Adjustments resulting from translating the
financial statements of foreign entities are included as a component of the
Universal equity investment.
 
INCOME TAXES
 
Universal Television Group records its income tax provision under the liability
method whereby deferred tax assets and liabilities arise primarily from the
differences between the financial statement and tax bases of assets and
liabilities using presently enacted tax rates.
 
USE OF ESTIMATES
 
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of financial
statements, and the reported amount of revenues and expenses during the reported
periods. Actual results could differ from those estimates.
 
NOTE 3 -- ACQUISITIONS
 
On December 1, 1996, Universal Television Group acquired substantially all of
the domestic assets of talk show syndicator Multimedia Entertainment, Inc.,
which includes Sally Jessy Raphael and The Jerry Springer Show, as well as
library rights to Donahue, from Gannett Broadcasting. The acquisition price was
approximately $49,100 which substantially represented goodwill. Pro forma
financial information has not been provided as amounts are not material to these
financial statements.
 
                                      F-143
   297
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 
NOTE 4 -- INVESTMENT IN COMBINED USAN
 
At June 30, 1997, Universal has 50% ownership interests in USAN and Sci-Fi
Europe, owners and operators of three advertiser-supported 24-hour cable
television networks, USA Network, Sci-Fi Channel and Sci-Fi Europe. Combined
USAN operates mainly in the United States, Latin America and Europe. Summarized
financial information is presented below for Universal's investment in Combined
USAN.
 
             SUMMARIZED BALANCE SHEET INFORMATION -- COMBINED USAN
 


                                                                  AS OF JUNE 30,
                                                              ----------------------
                                                                1997         1996
                                                                ----         ----
                                                                     
Current assets..............................................  $ 306,717    $ 290,399
Noncurrent assets...........................................    196,818      222,538
                                                              ---------    ---------
Total assets................................................  $ 503,535    $ 512,937
                                                              =========    =========
Current liabilities.........................................  $ 236,367    $ 218,448
Noncurrent liabilities......................................    115,450      168,904
Equity......................................................    151,718      125,585
                                                              ---------    ---------
Total liabilities and equity................................  $ 503,535    $ 512,937
                                                              =========    =========
Proportionate share of net assets...........................  $  75,859    $  62,793
                                                              =========    =========

 
The difference between the proportionate share of net assets and the Investment
in Combined USAN results principally from goodwill. Also included in the
investment account is a loan receivable from Combined USAN (discussed in Note
13). The goodwill is being amortized on the straight-line basis over a 40 year
life.
 
              SUMMARIZED STATEMENT OF OPERATIONS -- COMBINED USAN
 


                                                               1997        1996        1995
                                                             ---------   ---------   ---------
                                                                            
Revenues...................................................  $ 703,445   $ 624,868   $ 473,578
Earnings before interest and taxes.........................    138,193     137,157     108,724
Net income.................................................    136,199     135,717     106,926

 
NOTE 5 -- INTERNATIONAL OPERATIONS
 
Net income of fully consolidated foreign subsidiaries was $62,600, $63,800 and
$45,200 for 1997, 1996 and 1995, respectively.
 
Universal Television Group derived approximately 39% of its consolidated
revenues from markets outside the United States for 1997 compared to 32% for
1996 and 26% for 1995. There is no foreign country in which Universal Television
Group does business that individually contributed significantly to consolidated
revenues.
 
                                      F-144
   298
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 
INTERNATIONAL OPERATIONS
 


                                                         1997          1996              1995
                                                       ---------     ---------     -----------------
                                                                          
REVENUES
     United States...................................   $418,919      $497,629     $         525,026
     Foreign.........................................
          Europe.....................................    192,012       147,750               107,094
          Other......................................     73,409        89,769                78,476
                                                       ---------     ---------     -----------------
                                                        $684,340      $735,148     $         710,596
                                                       =========     =========     =================
OPERATING INCOME (LOSS)
     United States...................................  $(44,069)      $ 15,393     $        (102,527)
     Foreign, primarily Europe.......................     67,884        71,209                48,386
                                                       ---------     ---------     -----------------
                                                        $ 23,815      $ 86,602     $         (54,141)
                                                       =========     =========     =================

 


                                                           AS OF JUNE 30,
                                                       -----------------------
                                                         1997          1996
                                                       ---------     ---------
                                                                          
IDENTIFIABLE ASSETS
     United States...................................  $1,637,980    $1,604,663
     Foreign, primarily Europe.......................     61,538        36,768
                                                       ---------     ---------
                                                       $1,699,518    $1,641,431
                                                       =========     =========

 
NOTE 6 -- INCOME TAXES
 
Universal Television Group results, including its 50% share of Combined USAN,
are included in the consolidated U.S. federal income tax return of their
ultimate U.S. parent, J.E. Seagram Corp., a wholly owned subsidiary of Seagram,
for the years ended June 30, 1997 and 1996. The tax provisions reflected in the
Combined Statements of Operations have been calculated based on the assumption
that Universal Television Group would have paid U.S. federal, state and foreign
taxes on a separate company basis. The resulting current income tax liability
has been satisfied directly by J.E. Seagram Corp. and is reflected in the
Universal equity investment. Intercompany tax payments/(refunds) amounted to
$12,100 and ($8,600) for 1997 and 1996, respectively.
 
                                      F-145
   299
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 


                                                         1997          1996              1995
                                                       ---------     ---------     -----------------
                                                                          
INCOME (LOSS) BEFORE INCOME TAXES
     Domestic........................................   $  6,379      $ 66,998             $(59,327)
     Foreign.........................................     69,358        72,094                50,251
                                                       ---------     ---------     -----------------
                                                        $ 75,737      $139,092             $ (9,076)
                                                       =========     =========     =================
INCOME TAX PROVISION (BENEFIT)
Current
     Federal.........................................   $ 41,900      $ 11,500             $ (5,400)
     State...........................................      5,600         7,000                 (200)
     Foreign.........................................     11,200        12,900                 8,700
                                                       ---------     ---------     -----------------
                                                          58,700        31,400                 3,100
Deferred.............................................   (21,700)        29,200               (6,200)
                                                       ---------     ---------     -----------------
                                                        $ 37,000      $ 60,600             $ (3,100)
                                                       =========     =========     =================

 


                                                               1997        1996        1995
                                                               ----        ----        ----
                                                                             
RECONCILIATION OF STATUTORY TO EFFECTIVE TAX RATE
     Federal income tax rate................................     35.0%       35.0%       35.0%
     State taxes, net of federal tax benefit................      4.2         3.7         2.9
     Amortization of excess cost and assigned values over
       tax basis............................................      9.6         4.8          --
     Other, net.............................................       --         0.1        (3.7)
                                                              -------     -------     -------
     Effective income tax rate..............................     48.8%       43.6%       34.2%
                                                              =======     =======     =======

 
Universal Television Group provides for U.S. federal, state and foreign income
taxes generally at prevailing tax rates based upon the amounts of consolidated
pretax income in the current year.
 
The deferred income taxes primarily result from the differences created between
the financial statements' carrying amounts and the historical tax bases.
 
The components of Deferred income taxes, net, are as follows:
 


                                                                  AS OF JUNE 30,
                                                      --------------------------------------
                                                           1997                   1996
                                                      ---------------        ---------------
                                                                       
DEFERRED INCOME TAX LIABILITY
     Program costs -- basis and amortization
       differences..................................  $        28,600        $        20,900
     Revenue recognition differences................            7,200                 53,200
     Unremitted foreign earnings....................           22,100                  7,100
     State taxes....................................            1,700                  2,400
                                                      ---------------        ---------------
                                                               59,600                 83,600
                                                      ---------------        ---------------
DEFERRED INCOME TAX ASSET
     Doubtful accounts..............................           (5,500)                (7,800)
                                                      ---------------        ---------------
     Deferred income taxes, net.....................  $        54,100        $        75,800
                                                      ===============        ===============

 
                                      F-146
   300
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 
NOTE 7 -- DETAILS OF BALANCE SHEET ACCOUNTS
 


                                                                          AS OF JUNE 30,
                                                              --------------------------------------
                                                                   1997                   1996
                                                              ---------------        ---------------
                                                                               
LICENSE FEES AND OTHER RECEIVABLES
Gross receivables
     Current................................................  $       240,457        $       222,900
     Noncurrent.............................................          105,515                154,055
                                                              ---------------        ---------------
                                                                      345,972                376,955
Allowance for doubtful accounts.............................          (11,554)               (10,393)
                                                              ---------------        ---------------
                                                              $       334,418        $       366,562
                                                              ===============        ===============

 
Universal Television Group has significant receivables from a number of
customers primarily within the United States and Europe.
 

                                                                          AS OF JUNE 30,
                                                              --------------------------------------
                                                                   1997                   1996
                                                              ---------------        ---------------
                                                                               
PROGRAM COSTS, NET OF AMORTIZATION
     Released...............................................  $       366,896        $       347,786
     In process and unreleased..............................           42,631                 10,285
                                                              ---------------        ---------------
                                                              $       409,527        $       358,071
                                                              ===============        ===============

 
Unamortized costs related to released television programs aggregated $366,896 at
June 30, 1997. Excluding the acquired library costs, Universal Television Group
currently anticipates that approximately 80% of the unamortized released program
costs will be amortized under the individual film forecast method during the
three years ending June 30, 2000.
 
                                      F-147
   301
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 


                                                                         AS OF JUNE 30,
                                                             --------------------------------------
                                                                  1997                   1996
                                                             ---------------        ---------------
                                                                              
GOODWILL
Goodwill..................................................   $       127,087        $        75,000
Accumulated amortization..................................            (7,500)                (2,031)
                                                             ---------------        ---------------
                                                             $       119,587        $        72,969
                                                             ===============        ===============
PROPERTY, PLANT AND EQUIPMENT, NET
Land......................................................   $           267        $           267
Buildings and leasehold improvements......................             1,069                    204
Furniture, fixtures and equipment.........................             8,367                  5,037
                                                             ---------------        ---------------
                                                                       9,703                  5,508
Accumulated depreciation..................................            (2,485)                (1,212)
                                                             ---------------        ---------------
                                                             $         7,218        $         4,296
                                                             ===============        ===============
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable..........................................   $        10,355        $        17,278
Accrued expenses..........................................            25,878                 11,741
Other current liabilities.................................             2,212                  1,669
                                                             ---------------        ---------------
                                                             $        38,445        $        30,688
                                                             ===============        ===============
ACCRUED COMPENSATION AND PARTICIPATIONS
Compensation..............................................   $        17,697        $        11,042
Participations............................................           170,338                153,640
                                                             ---------------        ---------------
                                                             $       188,035        $       164,682
                                                             ===============        ===============

 
NOTE 8 -- EMPLOYEE BENEFIT PLANS
 
Universal Television Group participates in various multi-employer defined
benefit and defined contribution pension plans under union and industry
agreements. These plans include substantially all participating production
employees covered under various collective bargaining agreements. In addition,
Universal Television Group has a defined contribution profit sharing plan
covering certain other domestic employees.
 
The aggregate expense for all of the Universal Television Group's contributions
to pension, profit sharing, postretirement and postemployment benefit plans was
$1,300, $500 and $400 for 1997, 1996 and 1995, respectively. With the exception
of postretirement and postemployment benefit plans, for which there is no
advanced funding, Universal Television Group funds substantially all costs of
employee plans on an annual basis. The impact on liabilities and expenses
associated with FAS 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions" are immaterial to Universal Television Group's financial
statements.
 
NOTE 9 -- STOCK OPTION PLANS
 
Certain Universal Television Group employees are covered under the Universal
employee stock option plans. Options may be granted to purchase the common
shares of Universal's ultimate parent, Seagram, at not less than the fair market
value of the shares on the date of the grant. Currently outstanding options
become exercisable over three to four years from the grant date and expire 10
years after the grant date.
 
                                      F-148
   302
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 
Universal Television Group has adopted FAS 123, "Accounting for Stock-Based
Compensation." In accordance with the provisions of FAS 123, Universal
Television Group applies the provisions of APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations in accounting for its
plans and does not recognize compensation expense for its stock-based
compensation plans except to the extent that the exercise price differs from the
fair market value at date of grant. If Universal Television Group elected to
recognize compensation expense based upon the fair value at the grant date for
awards under these plans consistent with the fair value methodology prescribed
by FAS 123, net income would be reduced by $1,661 and $106 for 1997 and 1996,
respectively.
 
The fair value for these options was estimated at the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions for the periods 1997 and 1996, respectively: dividend yields of 1.6
and 1.8%; expected volatility of 24 and 22%; risk-free interest rates of 6.7 and
6.0%; and expected life of six years for all periods. The weighted average fair
value of options granted for which the exercise price equals the market price on
the grant date was $11.76 and $8.87 for 1997 and 1996, respectively.
 
Transactions involving stock options are summarized as follows (per share price
in whole dollars):
 


                                                                                     WEIGHTED
                                                                                      AVERAGE
                                                                  OPTIONS            EXERCISE
DESCRIPTION                                                     OUTSTANDING            PRICE
- -----------                                                     -----------          --------
                                                                           
Balance, June 30, 1995.....................................               --        $        --
Granted....................................................           66,220              33.38
Exercised..................................................               --                 --
Forfeitures................................................               --                 --
                                                               -------------        -----------
Balance, June 30, 1996.....................................           66,220              33.38
Granted....................................................          439,530              37.78
Exercised..................................................               --                 --
Forfeitures................................................               --                 --
                                                               -------------        -----------
Balance, June 30, 1997.....................................          505,750        $     37.20
                                                               =============        ===========

 
No grants have expired as of June 30, 1997. The following table summarizes
information concerning outstanding and exercisable stock options as of June 30,
1997 (per share price in whole dollars):
 


                                    OPTIONS OUTSTANDING                  OPTIONS EXERCISABLE
                          ----------------------------------------     ------------------------
                                           WEIGHTED
                                            AVERAGE       WEIGHTED                     WEIGHTED
      RANGE OF                             REMAINING      AVERAGE                      AVERAGE
      EXERCISE              NUMBER        CONTRACTUAL     EXERCISE       NUMBER        EXERCISE
        PRICE             OUTSTANDING        LIFE          PRICE       EXERCISABLE      PRICE
      --------            -----------     -----------     --------     -----------     --------
                                                                        
      $30 - $40             505,750        9.52 yrs.       $37.20        128,351        $34.54
                          ===========     ===========     ========     ===========     ========

 
NOTE 10 -- FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The carrying amounts of cash and cash equivalents, current receivables, current
accounts payable and accrued liabilities and current accrued compensation and
participations approximate fair value because of the short maturity of those
instruments. The carrying values of long term receivables and accrued
compensation and participations generally approximate fair value.
 
                                      F-149
   303
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 
NOTE 11 -- COMMITMENTS AND CONTINGENCIES
 
Universal Television Group occupies facilities and rents equipment under
operating lease agreements which expire at various dates through 2006. Total
rent expense was $9,207, $5,211, and $5,350 for 1997, 1996 and 1995,
respectively. In addition to the above, Universal Television Group incurs
intercompany rent expense for use of Universal's studio facilities, which is
discussed in Note 12.
 
The following schedule summarizes the future minimum rentals under the terms of
the Universal Television Group's leases at June 30, 1997; certain of these
leases also provide for payment of taxes, insurance and maintenance.
 


                                                                 LEASE
                                                              COMMITMENTS
                                                              -----------
                                                           
1998........................................................    $4,873
1999........................................................       943
2000........................................................       552
2001........................................................       592
2002........................................................       556
Thereafter..................................................     1,272
                                                                ------
                                                                $8,788
                                                                ======

 
Universal Television Group has commitments of approximately $127,225 at June 30,
1997 for (1) program development and production costs, (2) employment contracts
and (3) the purchase or construction of property, plant and equipment.
 
Universal Television Group is involved in various other lawsuits, claims and
inquiries. Management and its legal counsel believe that the resolution of these
matters will not have a material adverse effect on the financial position of
Universal Television Group or the results of its operations or cash flows.
 
NOTE 12 -- UNIVERSAL EQUITY INVESTMENT
 
An analysis of the Universal equity investment activity is as follows:
 


 
                                                          1997         1996         1995
                                                        ---------    ---------    ---------
                                                                         
Balance, beginning of period..........................  $1,308,564   $1,374,220   $1,119,033
Net income (loss).....................................     38,737       78,492       (5,976)
Change in cumulative foreign currency translation
  adjustment..........................................       (639)       1,404        2,187
Net cash transfers....................................    (54,186)    (180,993)     (67,155)
Allocated charges from Universal......................     38,349       35,441       22,589
                                                        ---------    ---------    ---------
Balance, end of period................................  $1,330,825   $1,308,564   $1,070,678
                                                        =========    =========    =========

 
Universal funds the working capital requirements of its businesses based upon a
centralized cash management system. Universal equity investment includes
accumulated equity as well as any payables and receivables due to/from Universal
resulting from cash transfers and other intercompany activity.
 
NOTE 13 -- RELATED PARTY TRANSACTIONS
 
Universal and certain of its subsidiaries have provided a variety of services to
Universal Television Group. The principal transactions between Universal and its
subsidiaries and Universal Television
 
                                      F-150
   304
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 
Group are summarized below (see Note 6 for a description of the tax relationship
between Universal and Universal Television Group):
 


 
                                                                  1997             1996             1995
                                                              -------------    -------------    -------------
                                                                                       
Allocations from Universal
     Corporate overhead(a)..................................  $      27,522    $      26,458    $      14,038
     Information technology overhead(b).....................          4,798            5,151            4,796
     Insurance(c)...........................................          3,695            1,973            1,978
     Rent(d)................................................          2,334            1,859            1,777
                                                              -------------    -------------    -------------
Total allocations...........................................         38,349           35,441           22,589
Other charges from Universal
     Production facility usage(e)...........................         19,633           20,032           16,758
     Selling, general and administrative(f).................          8,065            5,679            1,808
                                                              -------------    -------------    -------------
Total.......................................................  $      66,047    $      61,152    $      41,155
                                                              =============    =============    =============

 
(a) Includes allocations for certain corporate services, such as executive
    management, finance, legal and tax consulting and return preparation. These
    costs were allocated based upon certain employee annual compensation costs
    and tangible assets of Universal Television Group.
 
(b) Information technology usage and support costs were allocated based on
    usage.
 
(c) Costs charged for insurance have been based upon Universal's actual costs
    and Universal Television Group's proportional payroll, revenues and insured
    assets, with adjustments for loss experience.
 
(d) Rent charged to Universal Television Group has been an allocation of the
    actual rent expense, based upon the amount of space occupied by Universal
    Television Group in proportion to the total rented space of Universal.
 
(e) Production at Universal's studio facility is based on fair market rates
    applicable to third parties based on similar usage levels.
 
(f) Selling, general and administrative expenses have been charged by Universal
    for the distribution of television product in the home video and pay
    television markets and the licensing of television product to merchandisers.
    These expenses are allocated based upon revenues.
 
Allocations from Universal, excluding production facility usage charges, are
included primarily in Selling, general and administrative expenses in the
Combined Statements of Operations. In accordance with FAS 53, "Financial
Reporting by Producers and Distributors of Motion Picture Films," production
facility usage charges are capitalized in program costs in the Combined Balance
Sheets and amortized using the individual film forecast method.
 
Other services provided by Universal are as follows:
 
Universal Television Group has participated in Universal's centralized cash
management system. Working capital requirements of Universal Television Group
have been met and the majority of intercompany transactions have been effected
through changes in Universal's equity investment. Universal Television Group has
had no external sources of financing, such as available lines of credit, as
would be necessary to operate as a stand-alone company.
 
                                      F-151
   305
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 
Employees of Universal Television Group have been paid directly by Universal and
some have participated in incentive compensation and other employee plans of
Universal. The salary and related costs, incentive compensation and costs of
other employee plans have been charged to Universal Television Group based upon
actual costs incurred by Universal.
 
Universal Television Group has been charged for certain payments, principally
professional fees, based on the actual amounts paid by Universal for such
services.
 
Universal provided an interest-free loan to Combined USAN, of which $5,500 and
$9,167 were outstanding as of June 30, 1997 and 1996, respectively. Payments of
$1,833 are made on April 1st and October 1st of each year with the final payment
due on October 1, 1998. The loan from Universal is reflected as an advance and
included in the Investment in Combined USAN account.
 
Management believes that the allocation methods as disclosed above were
reasonable in the circumstances.
 
NOTE 14 -- JUNE 5, 1995 THROUGH JUNE 30, 1995 RESULTS
 
The results of operations for Universal Television Group for the period June 5,
1995 through June 30, 1995 are as follows:
 
                                                          
Revenues
  Program licensing........................................  $18,644
  Program licensing -- Combined USAN.......................    4,400
                                                             -------
                                                              23,044
Costs and expenses
  Program costs............................................   14,244
  Selling, general and administrative......................    4,131
  Depreciation and amortization............................      804
                                                             -------
Operating income...........................................    3,865
Nonoperating income
  Combined USAN pre-tax equity earnings, net of goodwill
     amortization..........................................    5,100
  Interest income, net.....................................       --
                                                             -------
Income before income taxes.................................    8,965
Income tax provision.......................................    3,500
                                                             -------
Net income.................................................  $ 5,465
                                                             =======


 
                                      F-152
   306
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 
The cash flow results for the period June 5, 1995 through June 30, 1995 are as
follows:
 
                                                         
Cash flows used in operating activities:
  Net income..............................................  $  5,465
Adjustments to reconcile net income to net cash used by
  operations:
  Additions to program costs..............................   (30,662)
  Amortization of program costs...........................    12,277
  Depreciation and amortization...........................     2,096
  Equity in net income of Combined USAN...................    (6,318)
  Distributions received from Combined USAN...............     8,000
  Decrease in license fees and other receivables..........    24,216
  Decrease in accounts payable and other liabilities......   (20,985)
  Other changes, net......................................     4,662
                                                            --------
Net cash used by operating activities.....................    (1,249)
Cash flows used in investing activities:
  Net cash transferred from Universal.....................    (5,353)
                                                            --------
Net cash used by financing activities.....................    (5,353)
                                                            --------
Cash flows used in financing activities:
  Property, plant and equipment...........................      (247)
                                                            --------
Net cash used by investing activities.....................      (247)
                                                            --------
Decrease in cash and cash equivalents.....................    (6,849)
Cash and cash equivalents at beginning of period..........    22,727
                                                            --------
Cash and cash equivalents at end of period................  $ 15,878
                                                            ========
Supplemental disclosures of cash flow information:
  Interest paid...........................................  $     --
                                                            ========
  Income taxes paid (net of refunds received).............  $     --
                                                            ========


 
NOTE 15 -- SUBSEQUENT EVENTS
 
On September 22, 1997, Universal and Viacom Inc. ("Viacom") announced that they
have agreed to resolve all litigation regarding jointly-owned Combined USAN.
Under the terms of the agreement, Universal acquired, on October 21, 1997,
Viacom's 50% interests in USAN, and Sci-Fi Europe, for $1.7 billion in cash. The
acquisition is being accounted for as a purchase, and Universal has not yet
completed its purchase price allocation. A fair market valuation of assets
acquired and liabilities assumed of Combined USAN will be completed in the near
future. The items to be valued include program assets and liabilities, future
program commitments to purchase programming and other contractual commitments.
The resulting unallocated goodwill is expected to be amortized over a 40-year
life.
 
On October 19, 1997, HSNi agreed to acquire from Universal USAN and UTV in
exchange for $4.075 billion in value, comprised of a combination of securities
that in effect represent a 45% equity interest in HSNi and up to $1.43 billion
in cash, plus, in certain circumstances, an additional payment in the form of a
cash distribution. In addition, HSNi intends to change its corporate name
 
                                      F-153
   307
                           UNIVERSAL TELEVISION GROUP
              NOTES TO COMBINED FINANCIAL STATEMENTS -- CONTINUED
                                 (in thousands)
 
to "USA Networks, Inc." This transaction, which is expected to close in the
first quarter of calendar 1998, is subject to customary conditions, including
HSNi stockholder approval.
 
The Universal assets being contributed include USAN and UTV. A new international
joint venture will be created consisting mainly of Sci-Fi Europe and the
international operations of USAN and will be equally owned by HSNi and
Universal. Universal will retain ownership of its television library and its
international television production and distribution operations.
 
                                      F-154
   308
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
Section 145 of the Delaware General Corporation law (the "DGCL") provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceedings, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification has
been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.
 
As permitted by Section 145 of the Delaware General Corporation Law, Article
VIII of the Company's Restated Certificate of Incorporation provides:
 
"Each person who is or was or had agreed to become a director or officer of the
Corporation, or each such person who is or was serving or who had agreed to
serve at the request of the Board of Directors or an officer of the Corporation
as an employee or agent of the Corporation or as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise (including the heirs, executors, administrators or estate of such
person), shall be indemnified by the Corporation, in accordance with the By-Laws
of the Corporation, to the full extent permitted from time to time by the
General Corporation Law of the State of Delaware as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment) or any other applicable laws as presently or hereinafter in effect.
Without limiting the generality or the effect of the foregoing, the Corporation
may enter into one or more agreements with any person that provide for
indemnification greater or different than that provided in this Article VIII.
Any amendment or repeal of this Article VIII shall not adversely affect any
right or protection existing hereunder immediately prior to such amendment or
repeal."
 
The Company's Restated Certificate of Incorporation also limits the personal
liability of directors for monetary damages for breach of the director's
fiduciary duty to certain instances.
 
The Company maintains insurance on behalf of any person who is or was a
director, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under provisions of the Company's Restated
Certificate of Incorporation.
 
                                      II-1
   309
 
ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
(a) Exhibits:
 


EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
 2.1      Agreement and Plan of Exchange and Merger, dated as of
          August 25, 1996, by and among Silver King Communications,
          Inc., House Acquisition Corp., Home Shopping Network, Inc.
          and Liberty HSN, Inc., filed as Appendix B to the Company's
          Definitive Proxy Statement, dated November 20, 1996, is
          incorporated herein by reference.
 2.2      Agreement and Plan of Merger by and among Silver King
          Communications, Inc., Thames Acquisition Corporation and
          Savoy Pictures Entertainment, Inc., as amended and restated
          as of August 13, 1996, filed as Appendix A to the Company's
          Definitive Proxy Statement, dated November 20, 1996, is
          incorporated herein by reference.
 2.3      Investment Agreement, dated as of October 19, 1997, among
          Universal Studios, Inc., HSN, Inc., Home Shopping Network,
          Inc. and Liberty Media Corporation, as amended and restated
          as of December 18, 1997, filed as Appendix A to the
          Company's Definitive Proxy Statement, dated January 12,
          1998, is incorporated herein by reference.
 2.4      Amended and Restated Agreement and Plan of Reorganization,
          dated as of August 12, 1998, among CitySearch, Inc.,
          Tiberius, Inc., USA Networks, Inc., Ticketmaster Group,
          Inc., Ticketmaster Corporation and Ticketmaster Multimedia
          Holdings, Inc., filed as Exhibit 10 to the Company's Form
          10-Q, for the quarter ended September 30, 1998, is
          incorporated herein by reference.
 2.5      Agreement and Plan of Merger, dated as of March 20, 1998, by
          and among USA Networks, Inc., Brick Acquisition Corp. and
          Ticketmaster Group, Inc., filed as Exhibit 10.61 to the
          Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1997, is incorporated herein by
          reference.
 3.1      Restated Certificate of Incorporation of the Company filed
          as Exhibit 3.1 to the Company's Form 8-K, dated February 23,
          1998, is incorporated herein by reference.
 3.2      Amended and Restated By-Laws of the Company filed as Exhibit
          3.1 to the Company's Form 8-K, dated January 9, 1998, is
          incorporated herein by reference.
 3.3      Certificate of Formation of USANi LLC.
 3.4      Amended and Restated Limited Liability Company Agreement of
          USANi LLC filed as Exhibit 10.59 to the Company's Annual
          Report on Form 10-K, for the fiscal year ended December 31,
          1997, is incorporated herein by reference.
 3.5      Certificate of Formation of USANi Sub LLC.
 3.6      Limited Liability Company Agreement of USANi Sub LLC.
 3.7      Certificate of Incorporation of USAi Sub, Inc.
 3.8      By-Laws of USAi Sub, Inc.
 3.9      Certificate of Limited Partnership of Home Shopping Club LP.
 3.10     Limited Partnership Agreement of Home Shopping Club LP.
 3.11     Certificate of Limited Partnership of National Call Center
          LP.
 3.12     Limited Partnership Agreement of National Call Center LP.
 3.13     Certificate of Formation of Internet Shopping Network LLC.
 3.14     Limited Liability Company Agreement of Internet Shopping
          Network LLC.
 3.15     Restated Certificate of Incorporation of Home Shopping
          Network, Inc., as amended.

 
                                      II-2
   310
 


EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
 3.16     By-Laws of Home Shopping Network, Inc., filed as Exhibit 3.4
          to Home Shopping Network, Inc.'s Annual Report on Form 10-K,
          for the fiscal year ended December 31, 1996, is incorporated
          herein by reference.
 3.17     Certificate of Formation of HSN Capital LLC.
 3.18     Limited Liability Company Agreement of HSN Capital LLC.
 3.19     Certificate of Formation of HSN Fulfillment LLC.
 3.20     Limited Liability Company Agreement of HSN Fulfillment LLC.
 3.21     Certificate of Formation of HSN Realty LLC.
 3.22     Limited Liability Company Agreement of HSN Realty LLC.
 3.23     Certificate of Formation of HSN of Nevada LLC.
 3.24     Limited Liability Company Agreement of HSN of Nevada LLC.
 3.25     Certificate of Incorporation of New-U Studios Holdings, Inc.
 3.26     By-Laws of New-U Studios Holdings, Inc.
 3.27     Certificate of Incorporation of HSN Holdings, Inc.
 3.28     By-Laws of HSN Holdings, Inc.
 3.29     Certificate of Incorporation of USA Networks Holdings, Inc.
 3.30     By-Laws of USA Networks Holdings, Inc.
 3.31     Certificate of Incorporation of New-U Studios, Inc.
 3.32     By-Laws of New-U Studios, Inc.
 3.33     Certificate of Formation of HSN General Partner LLC.
 3.34     Limited Liability Company Agreement of HSN General Partner
          LLC.
 3.35     Certificate of Formation of Studios USA LLC (formerly, New-U
          Studios LLC), as amended.
 3.36     Limited Liability Company Agreement of Studios USA LLC.
 3.37     Certificate of Formation of USA Networks Partner LLC.
 3.38     Limited Liability Company Agreement of USA Networks Partner
          LLC.
 3.39     Amended and Restated General Partnership Agreement of USA
          Networks (New York General Partnership).*
 3.40     Certificate of Formation of Studios USA Television LLC
          (formerly, New-U Television LLC), as amended.
 3.41     Limited Liability Company Agreement of Studios USA
          Television LLC.
 3.42     Certificate of Formation of Studios USA First Run Television
          LLC (formerly, New-U First Run LLC), as amended.
 3.43     Limited Liability Company Agreement of Studios USA First Run
          Television LLC.
 3.44     Certificate of Formation of Studios USA Pictures LLC
          (formerly, New-U Pictures LLC), as amended.
 3.45     Limited Liability Company Agreement of Studios USA Pictures
          LLC.
 3.46     Certificate of Formation of Studios USA Development LLC
          (formerly, New-U Development LLC), as amended.
 3.47     Limited Liability Company Agreement of Studios USA
          Development LLC.
 3.48     Certificate of Formation of Studios USA Reality Television
          LLC (formerly, New-U Productions LLC), as amended.

 
                                      II-3
   311
 


EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
 3.49     Limited Liability Company Agreement of Studios USA Reality
          Television LLC.
 3.50     Certificate of Formation of Studios USA Talk Television LLC
          (formerly, New-U Talk LLC), as amended.
 3.51     Limited Liability Company Agreement of Studios USA Talk
          Television LLC.
 3.52     Certificate of Formation of Studios USA Pictures Development
          LLC (formerly, New-U Pictures Development LLC), as amended.
 3.53     Limited Liability Company Agreement of Studios USA Pictures
          Development LLC.
 3.54     Certificate of Formation of Studios USA Television
          Distribution LLC (formerly, New-U Distribution LLC), as
          amended.
 3.55     Limited Liability Company Agreement of Studios USA
          Television Distribution LLC.
 3.56     Certificate of Formation of Studios USA Talk Video LLC
          (formerly, New-U Talk Video LLC), as amended.
 3.57     Limited Liability Company Agreement of Studios USA Talk
          Video LLC.
 3.58     Certificate of Formation of New-U Pictures Facilities LLC.
 3.59     Limited Liability Company Agreement of New-U Pictures
          Facilities LLC.
 3.60     Certificate of Incorporation of SK Holdings, Inc.
 3.61     By-Laws of SK Holdings, Inc.
 3.62     Certificate of Incorporation of USA Broadcasting, Inc.
          (formerly, SKTV, Inc.), as amended.
 3.63     By-Laws of USA Broadcasting, Inc.
 3.64     Certificate of Incorporation of USA Station Group of
          Houston, Inc. (formerly, Silver King Broadcasting of
          Houston, Inc.), as amended.
 3.65     By-Laws of USA Station Group of Houston, Inc.
 3.66     Certificate of Incorporation of Silver King Capital
          Corporation, Inc.
 3.67     By-Laws of Silver King Capital Corporation, Inc.
 3.68     Certificate of Incorporation of USA Station Group of Dallas,
          Inc. (formerly, Silver King Broadcasting of Dallas, Inc.),
          as amended.
 3.69     By-Laws of USA Station Group of Dallas, Inc.
 3.70     Certificate of Incorporation of USA Station Group of
          Illinois, Inc. (formerly, Silver King Broadcasting of
          Illinois, Inc.), as amended.
 3.71     By-Laws of USA Station Group of Illinois, Inc.
 3.72     Certificate of Incorporation of USA Station Group of
          Massachusetts, Inc. (formerly, Silver King Broadcasting of
          Massachusetts, Inc.), as amended.
 3.73     By-Laws of USA Station Group of Massachusetts, Inc.
 3.74     Certificate of Incorporation of USA Station Group of New
          Jersey, Inc. (formerly, Silver King Broadcasting of New
          Jersey, Inc.), as amended.
 3.75     By-Laws of USA Station Group of New Jersey, Inc.
 3.76     Certificate of Incorporation of USA Station Group of Ohio,
          Inc. (formerly, Silver King Broadcasting of Ohio, Inc.), as
          amended.
 3.77     By-Laws of USA Station Group of Ohio, Inc.
 3.78     Certificate of Incorporation of USA Station Group of
          Vineland, Inc. (formerly, Silver King Broadcasting of
          Vineland, Inc.), as amended.
 3.79     By-Laws of USA Station Group of Vineland, Inc.

 
                                      II-4
   312
 


EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
 3.80     Certificate of Incorporation of USA Station Group of
          Atlanta, Inc. (formerly, Silver King Broadcasting of
          Maryland, Inc.), as amended.
 3.81     By-Laws of USA Station Group of Atlanta, Inc.
 3.82     Certificate of Incorporation of USA Station Group of
          Southern California, Inc. (formerly, Silver King
          Broadcasting of Southern California, Inc.), as amended.
 3.83     By-Laws of USA Station Group of Southern California, Inc.
 3.84     Certificate of Incorporation of USA Station Group of
          Virginia, Inc. (formerly, Silver King Broadcasting of
          Virginia, Inc.), as amended.
 3.85     By-Laws of USA Station Group of Virginia, Inc.
 3.86     Certificate of Incorporation of USA Station Group of Tampa,
          Inc. (formerly, Silver King Broadcasting of Tampa, Inc.), as
          amended.
 3.87     By-Laws of USA Station Group of Tampa, Inc.
 3.88     Certificate of Incorporation of USA Station Group of
          Hollywood Florida, Inc. (formerly, Silver King Broadcasting
          of Miami, Inc.), as amended.
 3.89     By-Laws of USA Station Group of Hollywood Florida, Inc.
 3.90     Certificate of Incorporation of Telemation, Inc. (formerly,
          HSN Telemation, Inc.), as amended.
 3.91     By-Laws of Telemation, Inc.
 3.92     Certificate of Incorporation of USA Station Group of
          Northern California, Inc. (formerly, Silver King
          Broadcasting of Northern California, Inc.), as amended.
 3.93     By-Laws of USA Station Group of Northern California, Inc.
 3.94     Certificate of Incorporation of USA Station Group, Inc.
          (formerly, UHF Investments, Inc.), as amended.
 3.95     By-Laws of USA Station Group, Inc.
 3.96     Certificate of Incorporation of USA Broadcasting
          Productions, Inc. (formerly, Silver King Productions, Inc.),
          as amended.
 3.97     By-Laws of USA Broadcasting Productions, Inc.
 3.98     Certificate of Incorporation of Miami, USA Broadcasting
          Station Productions, Inc. (formerly, Silver King Station
          Productions of Miami, Inc.), as amended.
 3.99     By-Laws of Miami, USA Broadcasting Station Productions, Inc.
 3.100    Articles of Incorporation of Miami, USA Broadcasting
          Productions, Inc. (formerly, SK Miami Productions, Inc.), as
          amended.
 3.101    By-Laws of Miami, USA Broadcasting Productions, Inc.
 3.102    Certificate of Incorporation of Silver King Investment
          Holdings, Inc.
 3.103    By-Laws of Silver King Investment Holdings, Inc.
 3.104    Certificate of Incorporation of SKC Investments, Inc.
 3.105    By-Laws of SKC Investments, Inc.
 3.106    Partnership Agreement of USA Station Group Partnership of
          Dallas (formerly, SKDA Broadcasting Partnership).
 3.107    Partnership Agreement of USA Station Group Partnership of
          Houston (formerly, SKHO Broadcasting Partnership).
 3.108    Partnership Agreement of USA Station Group Partnership of
          Illinois (formerly, SKIL Broadcasting Partnership).

 
                                      II-5
   313
 


EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
 3.109    Partnership Agreement of USA Station Group Partnership of
          Massachusetts (formerly, SKMA Broadcasting Partnership).
 3.110    Partnership Agreement of USA Station Group Partnership of
          New Jersey (formerly, SKNJ Broadcasting Partnership).
 3.111    Partnership Agreement of USA Station Group Partnership of
          Ohio (formerly, SKOH Broadcasting Partnership).
 3.112    Partnership Agreement of USA Station Group Partnership of
          Vineland (formerly, SKVI Broadcasting Partnership).
 3.113    Partnership Agreement of USA Station Group Partnership of
          Atlanta (formerly, SKMD Broadcasting Partnership).
 3.114    Amendment of Partnership Agreement of USA Station Group
          Partnership of Atlanta.
 3.115    Partnership Agreement of USA Station Group Partnership of
          Southern California (formerly, SKLA Broadcasting
          Partnership).
 3.116    Partnership Agreement of USA Station Group Partnership of
          Tampa (formerly, SKTA Broadcasting Partnership).
 3.117    Partnership Agreement of USA Station Group Partnership of
          Hollywood, Florida (formerly, SKFL Broadcasting
          Partnership).
 3.118    Global Amendment of Partnership Agreements of SK
          Broadcasting Partnerships, dated February, 1998.
 3.119    Global Amendment of Partnership Agreements of SK
          Broadcasting Partnerships, dated April 23, 1998.
 3.120    Amended and Restated Articles of Incorporation of
          Ticketmaster Group, Inc.
 3.121    Amended and Restated By-Laws of Ticketmaster Group, Inc.,
          filed as Exhibit 3.2 to Ticketmaster Group's Form S-1,
          September 20, 1996, is incorporated herein by reference.
 3.122    Articles of Incorporation of Ticketmaster Corporation, as
          amended.
 3.123    By-Laws of Ticketmaster Corporation, as amended.
 4.1      Indenture, dated as of November 23, 1998, among the Company,
          USANi LLC, the Guarantors party thereto, and The Chase
          Manhattan Bank, as Trustee.
 4.2      Form of 6 3/4% Senior Notes due 2005 (included as Exhibit B
          to Exhibit 4.1).
 4.3      Exchange and Registration Rights Agreement, dated as of
          November 23, 1998, among the Company, USANi LLC, the
          Guarantors party thereto, and Chase Securities Inc., Bear,
          Stearns & Co. Inc., BNY Capital Markets, Inc. and
          NationsBanc Montgomery Securities LLC.
 4.4      Indenture, dated as of June 25, 1993, for the Savoy 7%
          Convertible Subordinated Debentures due July 1, 2003, filed
          as Exhibit 4(d) to Savoy's S-1 Registration Statement No.
          33-63192, is incorporated herein by reference.
 4.5      First Supplemental Indenture, dated as of October 24, 1993,
          for the Savoy 7% Convertible Debentures due July 1, 2003,
          filed as Exhibit 4(e) to Savoy's S-1 Registration Statement
          No. 33-70160, is incorporated herein by reference.
 4.6      Second Supplemental Indenture, dated as of December 17,
          1993, for the Savoy 7% Convertible Debentures due July 1,
          2003, filed as Exhibit 4(e) to Savoy's Annual Report on Form
          10-K for the fiscal year ended December 31, 1993, is
          incorporated herein by reference.
 4.7      Third Supplemental Indenture, dated as of December 19, 1996,
          for the Savoy 7% Convertible Debentures due July 1, 2003
          filed as Exhibit 4.1 to Savoy's Form 8-K, dated December 19,
          1996, is incorporated herein by reference.

 
                                      II-6
   314
 


EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
 5        Opinion of Howard, Smith & Levin LLP, regarding the legality
          of the securities being issued.*
10.1      Form of Affiliation Agreements between the Company and Home
          Shopping, filed as Exhibit 10.2 to the Company's
          Registration Statement on Form 10, as amended, is
          incorporated herein by reference.
10.2      Form of 1992 Stock Option and Restricted Stock Plan between
          the Company and Home Shopping, filed as Exhibit 10.6 to the
          Company's Registration Statement on Form 8, as amended, is
          incorporated herein by reference.
10.3      Form of Retirement Savings and Employment Stock Ownership
          Plan, filed as Exhibit 10.8 to the Company's Registration
          Statement on Form 8, as amended, is incorporated herein by
          reference.
10.4      Form of Indemnification Agreement, filed as Exhibit 10.10 to
          the Company's Registration Statement on Form 10, as amended,
          is incorporated herein by reference.
10.5      Form of Loan Agreement, as amended, by and between Silver
          King Capital Corporation, Inc. and Roberts Broadcasting
          Company of Denver, filed as Exhibit 10.17 to the Company's
          Annual Report on Form 10-K, for the fiscal year ended August
          31, 1994, is incorporated herein by reference.
10.6      Form of Shareholder Agreement by and among Silver King
          Capital Corporation, Inc., Roberts Broadcasting Company of
          Denver, Michael V. Roberts and Steven C. Roberts, filed as
          Exhibit 10.18 to the Company's Annual Report on Form 10-K,
          for the fiscal year ended August 31, 1994, is incorporated
          herein by reference.
10.7      Limited Liability Company Agreement, Funding Agreement and
          Form of First Amendment to LLC, Registration Rights
          Agreement and associated documents between the Company, the
          Class A Shareholders of Blackstar Communications, Inc. and
          Fox Television Stations, Inc., dated as of June 27, 1995 and
          August 18, 1995, filed as Exhibit 10.23 to the Company's
          Annual Report on Form 10-K, for the fiscal year ended August
          31, 1995, are incorporated herein by reference.
10.8      1986 Stock Option Plan for Employees, dated as of August 1,
          1986, filed as Exhibit 10.33 to Home Shopping's Form S-1
          Registration Statement No. 33-8560, is incorporated herein
          by reference.
10.9      First, Second, Third and Fourth Amendments to the 1986 Stock
          Option Plan for Employees, filed as Exhibit 10.31 to Home
          Shopping's Annual Report on Form 10-K, for the fiscal year
          ended December 31, 1993, are incorporated herein by
          reference.
10.10     Form of 1990 Executive Stock Award Program, dated as of
          October 17, 1990, as amended, filed as Exhibit 10.23 to Home
          Shopping's Annual Report on Form 10-K, for the fiscal year
          ended August 31, 1991, is incorporated herein by reference.
10.11     Stock Purchase Agreement by and between Home Shopping and
          The National Registry Inc., dated as of April 28, 1992,
          filed as Exhibit 10.29 to Home Shopping's Annual Report on
          Form 10-K, for the fiscal year ended August 31, 1992, is
          incorporated herein by reference.
10.12     Home Shopping Network, Inc. Employee Stock Purchase Plan and
          Part-Time Employee Stock Purchase Plan, filed as Exhibit
          10.30 to Home Shopping's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1994, is incorporated herein
          by reference.
10.13     Home Shopping Network, Inc. Employee Equity Participation
          Plan and Agreement and Declaration of Trust, filed as
          Exhibit 10.31 to Home Shopping's Annual Report on Form 10-K,
          for the fiscal year ended December 31, 1994, is incorporated
          herein by reference.

 
                                      II-7
   315
 


EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
10.14     Home Shopping Network, Inc. 1996 Stock Option Plan for
          Employees, filed as Exhibit A to the Home Shopping
          Definitive Proxy Statement, dated March 28, 1996, is
          incorporated herein by reference.
10.15     Home Shopping Network, Inc. 1996 Stock Option Plan for
          Outside Directors, filed as Exhibit B to the Home Shopping
          Definitive Proxy Statement, dated March 28, 1996, is
          incorporated herein by reference.
10.16     Binding Term Sheet for the Stockholders Agreement, dated as
          of August 24, 1995, between Barry Diller and Liberty Media
          Corporation and the First Amendment thereto, dated August
          25, 1996, filed as Appendix I to the Company's Definitive
          Proxy Statement, dated November 20, 1996, are incorporated
          herein by reference.
10.17     Exchange Agreement, dated as of December 20, 1996, by and
          between the Registrant and Liberty HSN, Inc. filed as
          Exhibit 10.25 to the Company's Annual Report on Form 10-K,
          for the fiscal year ended December 31, 1996, is incorporated
          herein by reference.
10.18     Equity and Bonus Compensation Agreement, dated as of August
          24, 1995, between Barry Diller and the Registrant filed as
          Exhibit 10.26 to the Company's Annual Report on Form 10-K,
          for the fiscal year ended December 31, 1996, is incorporated
          herein by reference.
10.19     Silver King Communications, Inc. 1995 Stock Incentive Plan
          filed as Appendix G to the Company's Definitive Proxy
          Statement, dated November 20, 1996, is incorporated herein
          by reference.
10.20     Silver King Communications, Inc. Directors' Stock Option
          Plan filed as Appendix H to the Company's Definitive Proxy
          Statement, dated November 20, 1996, is incorporated herein
          by reference.
10.21     Employment Agreement between Home Shopping and James G.
          Held, dated as of November 24, 1995, filed as Exhibit 10.35
          to Home Shopping's Annual Report on Form 10-K, for the
          fiscal year ended December 31, 1995, is incorporated herein
          by reference.
10.22     Letter Agreement, dated January 28, 1997, between Home
          Shopping Network, Inc. and Leo J. Hindery, Jr.
10.23     Letter Agreement, dated April 3, 1996, between Home Shopping
          Network, Inc. and Gen. H. Norman Schwarzkopf filed as
          Exhibit 10.34 to the Company's Annual Report on Form 10-K,
          for the fiscal year ended December 31, 1996, is incorporated
          herein by reference.
10.24     Shareholders Agreement, dated December 12, 1996, relating to
          Jupiter Shop Channel Co. Ltd. among Jupiter Programming Co.
          Ltd., Home Shopping Network, Inc. and Jupiter Shop Channel
          Co. Ltd. filed as Exhibit 10.35 to the Company's Annual
          Report on Form 10-K, for the fiscal year ended December 31,
          1996, is incorporated herein by reference.
10.25     Services and Trademark License Agreement, dated as of
          December 12, 1996, between Home Shopping Network, Inc. and
          Jupiter Shop Channel Co. Ltd., filed as Exhibit 10.36 to the
          Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996, is incorporated herein by
          reference.
10.26     Purchase and Sale Agreement among Home Shopping Network
          GmbH, Home Shopping Network, Inc., Quelle Schickedanz AG &
          Co., Mr. Thomas Kirch and Dr. Georg Kofler, dated as of
          January 16, 1997, filed as Exhibit 10.37 to the Company's
          Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996, is incorporated herein by reference.

 
                                      II-8
   316
 


EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
10.27     Joint Venture Agreement between Quelle Schickedanz AG & Co.,
          Home Shopping Network, Inc., Home Shopping Network GmbH, Mr.
          Thomas Kirch and Dr. Georg Kofler, filed as Exhibit 5.3 to
          the Purchase and Sale Agreement, filed as Exhibit 10.38 to
          the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996, is incorporated herein by
          reference.
10.28     License Agreement, dated as of January 1, 1996, between
          Ronald A. Katz Technology Licensing, L.P. and Home Shopping
          Network, Inc., filed as Exhibit 10.39 to the Company's
          Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996, is incorporated herein by reference.
10.29     Shareholder Agreement, dated as of April 26, 1996, by and
          among Channel 66 of Vallejo, California, Inc., Whitehead
          Media of California, Inc. and Silver King Capital
          Corporation, Inc., filed as Exhibit 10.40 to the Company's
          Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996, is incorporated herein by reference.
10.30     Loan Agreement, dated as of April 26, 1996, by and between
          SKC Investments, Inc. and Channel 66 of Vallejo, California,
          Inc., filed as Exhibit 10.41 to the Company's Annual Report
          on Form 10-K for the fiscal year ended December 31, 1996, is
          incorporated herein by reference.
10.31     Joint Venture and License Agreement, dated as of June 12,
          1992, between Savoy Pictures Entertainment, Inc. and Home
          Box Office, Inc. (confidential treatment for portions
          thereof granted), filed as Exhibit 10(a) to Savoy's S-1
          Registration Statement No. 33-57956, is incorporated herein
          by reference.
10.32     License Agreement, dated as of June 12, 1992, among Savoy
          Pictures Entertainment, Inc. and Home Box Office, Inc.
          (confidential treatment of portions thereof granted), filed
          as Exhibit 10(b) to Savoy's S-1 Registration Statement No.
          33-57956, is incorporated herein by reference.
10.33     Warrant Agreement, dated as of March 2, 1992, between Savoy
          Pictures Entertainment, Inc. and Allen & Company
          Incorporated, filed as Exhibit 10(f) to Savoy's S-1
          Registration Statement No. 33-57956, is incorporated herein
          by reference.
10.34     Warrant Agreement, dated as of March 2, 1992, between Savoy
          Pictures Entertainment, Inc. and GKH Partners, L.P., filed
          as Exhibit 10(g) to Savoy's S-1 Registration Statement No.
          33-57956, is incorporated herein by reference.
10.35     Warrant Agreement, dated as of April 20, 1994, between Savoy
          and GKH Partners, L.P., filed as Exhibit 10.2 to Savoy's
          Form 10-Q for the quarter ended March 31, 1994, is
          incorporated herein by reference.
10.36     Amended and Restated Stock Option Plan (including form of
          Stock Options Agreement) filed as Exhibit 4.1 to Savoy's
          Registration Statement No. 33-70740, is incorporated herein
          by reference.
10.37     Savoy 1995 Stock Option Plan filed as Exhibit 10(+) to
          Savoy's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995, is incorporated herein by reference.
10.38     $1,600,000,000 Credit Agreement, dated February 12, 1998,
          among the Company, USANi LLC, as Borrower, Various Lenders,
          The Chase Manhattan Bank as Administrative Agent,
          Syndication Agent and Collateral Agent, and Bank of America
          National Trust & Savings Association and The Bank of New
          York as Co-Documentation Agents, filed as Exhibit 10.50 to
          the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1997 is incorporated herein by reference.

 
                                      II-9
   317
 


EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
10.39     First Amendment and Consent, dated as of June 24, 1998, to
          the Credit Agreement, dated February 12, 1998, among the
          Company, USANi LLC, as Borrower, Various Lenders, The Chase
          Manhattan Bank, as Administrative Agent, Syndication Agent
          and Collateral Agent, and Bank of America National Trust &
          Savings Association and The Bank of New York, as
          Co-Documentation Agents.
10.40     Second Amendment, dated as of October 9, 1998, to the Credit
          Agreement, dated February 12, 1998, among the Company, USANi
          LLC, as Borrower, Various Lenders, The Chase Manhattan Bank,
          as Administrative Agent, Syndication Agent and Collateral
          Agent, and Bank of America National Trust & Savings
          Association and The Bank of New York, as Co-Documentation
          Agents.
10.41     Form of Governance Agreement among HSN, Inc., Universal
          Studios, Inc., Liberty Media Corporation and Barry Diller,
          dated as of October 19, 1997, filed as Appendix B to the
          Company's Definitive Proxy Statement, dated January 12,
          1998, is incorporated herein by reference.
10.42     Form of Stockholders Agreement among Universal Studios,
          Inc., Liberty Media Corporation, Barry Diller, HSN, Inc. and
          The Seagram Company Ltd. dated as of October 19, 1997, filed
          as Appendix C to the Company's Definitive Proxy Statement,
          dated January 12, 1998, is incorporated herein by reference.
10.43     Form of Spinoff Agreement between Liberty Media Corporation
          and Universal Studios, Inc. dated as of October 19, 1997,
          filed as Appendix D to the Company's Definitive Proxy
          Statement, dated January 12, 1998, is incorporated herein by
          reference.
10.44     HSN, Inc. 1997 Stock and Annual Incentive Plan filed as
          Appendix F to the Company's Definitive Proxy Statement,
          dated January 12, 1998, is incorporated herein by reference.
10.45     Employment Agreement between Thomas J. Kuhn and HSN, Inc.
          dated February 9, 1998 filed as Exhibit 10.56 to the
          Company's Annual Report on Form 10-K, for the fiscal year
          ended December 31, 1997 is incorporated herein by reference.
10.46     Employment Agreement between Dara Khosrowshahi and USA
          Networks, Inc., dated March 2, 1998, filed as Exhibit 10.57
          to the Company's Annual Report on Form 10-K, for the fiscal
          year ended December 31, 1997, is incorporated herein by
          reference.
10.47     Employment Agreement between Michael P. Durney and USA
          Networks, Inc., dated March 30, 1998, filed as Exhibit 10.9
          to the Company's 10-Q for the quarter ended March 31, 1998,
          is incorporated herein by reference.
10.48     HSN, Inc. Retirement Savings Plan ("Savings Plan"), filed as
          Exhibit 10.58 to the Company's Form 10-K for the fiscal year
          ended December 31, 1997 is incorporated herein by reference.
10.49     Amendment to the Savings Plan.
10.50     Exchange Agreement, dated as of October 19, 1997, by and
          among HSN, Inc. (renamed USA Networks, Inc.), Universal
          Studios, Inc. (and certain of its subsidiaries) and Liberty
          Media Corporation (and certain of its subsidiaries) filed as
          Exhibit 10.60 to the Company's Annual Report on Form 10-K,
          for the fiscal year ended December 31, 1997, is incorporated
          herein by reference.
10.51     Cooperation, Non-Competition and Confidentiality Agreement
          by and between the Company and Fredric D. Rosen, dated as of
          March 9, 1998, filed as Exhibit 6 to Amendment No. 4 to the
          Company's report on Schedule 13D for Ticketmaster Group,
          Inc., dated March 23, 1998, is incorporated herein by
          reference.

 
                                      II-10
   318
 


EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
10.52     License and Services Agreement, dated as of August 12, 1998,
          by and between Ticketmaster Corporation, Ticketmaster
          Multimedia Holdings, Inc., and USA Networks,
          Inc.(confidential treatment for portions thereof granted),
          filed as Exhibit 10.29 to Ticketmaster Online-Citisearch,
          Inc.'s Form S-1 Registration Statement No. 333-64855, is
          incorporated herein by reference.
12.1      Statement re: Computation of Ratio of Earnings to Fixed
          Charges of USAi.
12.2      Statement re: Computation of Ratio of Earnings to Fixed
          Charges of Holdco.
12.3      Statement re: Computation of Ratio of Earnings to Fixed
          Charges of USANi.
21.1      Subsidiaries of the Company.*
21.2      Subsidiaries of USANi LLC.*
23.1      Consent of Ernst & Young LLP
23.2      Consent of Ernst & Young LLP
23.3      Consent of Ernst & Young LLP
23.4      Consent of Ernst & Young LLP
23.5      Consent of Deloitte & Touche LLP
23.6      Consent of PricewaterhouseCoopers LLP
23.7      Consent of PricewaterhouseCoopers LLP
23.8      Consent of KPMG LLP
23.9      Consent of KPMG LLP
23.10     Consent of KPMG LLP
23.11     Consent of Counsel (included in Exhibit 5.1).
24.1      Powers of Attorney of the Issuers and the Guarantors
          (included in the signature pages hereto).
25.1      Statement of Eligibility of Trustee on Form T-1 related to
          the Notes.
27.1      Holdco Financial Data Schedule for the year ended December
          31, 1997 (for SEC use only)
27.2      Holdco Financial Data Schedule for the year ended December
          31, 1996 (for SEC use only)
27.3      Holdco Financial Data Schedule for the year ended December
          31, 1995 (for SEC use only)
27.4      USANi LLC Financial Data Schedule for the year ended
          December 31, 1997 (for SEC use only)
27.5      USANi LLC Financial Data Schedule for the year ended
          December 31, 1996 (for SEC use only)
99.1      Form of Letter of Transmittal.*
99.2      Form of Notice of Guaranteed Delivery.*
99.3      Form of Letter to Brokers, Dealers, Commercial Banks, Trust
          Companies and Other Nominees.*
99.4      Form of Letter to Clients.*
99.5      Form of Exchange Agent Agreement.*

 
- -------------------------
 
* To be filed by amendment.
 
                                      II-11
   319
 
(b) Consolidated Financial Statement Schedules
 


SCHEDULE                                                                   PAGE
 NUMBER                                                                   NUMBER
- --------                                                                ----------
                                                                  
   II     -- Valuation and Qualifying Accounts........................  S-1 to S-3

 
ITEM 22.  UNDERTAKINGS.
 
(a) The undersigned registrants hereby undertake that, for purposes of
    determining any liability under the Securities Act, each filing of a
    registrant's annual report pursuant to Section 13(a) or 15(d) of the
    Exchange Act (and, where applicable, each filing of an employee benefit
    plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
    incorporated by reference in the Registration Statement shall be deemed to
    be a new registration statement relating to the securities offered therein,
    and the offering of such securities at that time shall be deemed to be the
    initial bona fide offering thereof.
 
(b) The undersigned registrants hereby undertake to respond to requests for
    information that is incorporated by reference into the prospectus pursuant
    to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt
    of such request, and to send the incorporated documents by first class mail
    or other equally prompt means. This includes information contained in
    documents filed subsequent to the effective date of the registration
    statement through the date of responding to the request.
 
(c) The undersigned registrants hereby undertake to supply by means of a
    post-effective amendment all information concerning a transaction, and the
    company being acquired involved therein, that was not the subject of and
    included in the registration statement when it became effective.
 
(d) Insofar as idemnification for liabilities arising under the Securities Act
    may be permitted to directors, officers and controlling persons of the
    registrants pursuant to the foregoing provisions, or otherwise, the
    registrants have been advised that in the opinion of the Securities and
    Exchange Commission such indemnification is against public policy as
    expressed in the Securities Act and is, therefore, unenforceable. In the
    event that a claim for indemnification is against such liabilities (other
    than the payment by the registrants of expenses incurred or paid by a
    director, officer or controlling person of the registrants in the successful
    defense of any action, suit or proceeding) is asserted by such director,
    officer or controlling person in connection with the securities being
    registered, the registrants will unless in the opinion of its counsel the
    matter has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Securities Act and will be
    governed by the final adjudication of such issue.
 
                                      II-12
   320
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA NETWORKS, INC.
 
                                          By:       /s/ BARRY DILLER
                                            ------------------------------------
                                              Name: Barry Diller
                                              Title: Chairman and Chief
                                                     Executive Officer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn with full power to act alone, as his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any subsequent registration statement filed
by the Registrant pursuant to Rule 462(b) of the Securities Act, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the SEC, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
 


                     SIGNATURE                                 TITLE                     DATE
                     ---------                                 -----                     ----
                                                                             
                 /s/ BARRY DILLER                    Chairman of the Board,        January 27, 1999
- ---------------------------------------------------    Chief Executive Officer
                   Barry Diller                        and Director
 
               /s/ MICHAEL P. DURNEY                 Vice President and            January 27, 1999
- ---------------------------------------------------    Controller (Chief
                 Michael P. Durney                     Accounting Officer)
 
               /s/ VICTOR A. KAUFMAN                 Director, Office of the       January 27, 1999
- ---------------------------------------------------    Chairman and Chief
                 Victor A. Kaufman                     Financial Officer
                                                       (Principal Financial
                                                       Officer)
 
                 /s/ PAUL G. ALLEN                   Director                      January 27, 1999
- ---------------------------------------------------
                   Paul G. Allen
 
              /s/ EDGAR BRONFMAN, JR.                Director                      January 27, 1999
- ---------------------------------------------------
                Edgar Bronfman, Jr.

 
                                      II-13
   321
 


                     SIGNATURE                                 TITLE                     DATE
                     ---------                                 -----                     ----
                                                                             
                 /s/ JAMES G. HELD                   Director                      January 27, 1999
- ---------------------------------------------------
                   James G. Held
 
               /s/ DONALD R. KEOUGH                  Director                      January 27, 1999
- ---------------------------------------------------
                 Donald R. Keough
 
             /s/ ROBERT W. MATSCHULLAT               Director                      January 27, 1999
- ---------------------------------------------------
               Robert W. Matschullat
 
                /s/ SAMUEL MINZBERG                  Director                      January 27, 1999
- ---------------------------------------------------
                  Samuel Minzberg
 
               /s/ WILLIAM D. SAVOY                  Director                      January 27, 1999
- ---------------------------------------------------
                 William D. Savoy
 
             /s/ H. NORMAN SCHWARZKOPF               Director                      January 27, 1999
- ---------------------------------------------------
               H. Norman Schwarzkopf

 
                                      II-14
   322
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USANi LLC
 
                                          By:       /s/ BARRY DILLER
                                            ------------------------------------
                                              Name: Barry Diller
                                              Title: Chairman and Chief
                                              Executive Officer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn with full power to act alone, as his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any subsequent registration statement filed
by the Registrant pursuant to Rule 462(b) of the Securities Act, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the SEC, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
 


                     SIGNATURE                                 TITLE                     DATE
                     ---------                                 -----                     ----
                                                                             
                 /s/ BARRY DILLER                    Chairman of the Board,        January 27, 1999
- ---------------------------------------------------    Chief Executive Officer
                   Barry Diller                        and Director
 
               /s/ MICHAEL P. DURNEY                 Vice President and            January 27, 1999
- ---------------------------------------------------    Controller (Chief
                 Michael P. Durney                     Accounting Officer)
 
               /s/ VICTOR A. KAUFMAN                 Director, Office of the       January 27, 1999
- ---------------------------------------------------    Chairman and Chief
                 Victor A. Kaufman                     Financial Officer
                                                       (Principal Financial
                                                       Officer)
 
                 /s/ PAUL G. ALLEN                   Director                      January 27, 1999
- ---------------------------------------------------
                   Paul G. Allen
 
               /s/ ROBERT R. BENNETT                 Director                      January 27, 1999
- ---------------------------------------------------
                 Robert R. Bennett

 
                                      II-15
   323
 


                     SIGNATURE                                 TITLE                     DATE
                     ---------                                 -----                     ----
                                                                             
              /s/ EDGAR BRONFMAN, JR.                Director                      January 27, 1999
- ---------------------------------------------------
                Edgar Bronfman, Jr.
 
                 /s/ JAMES G. HELD                   Director                      January 27, 1999
- ---------------------------------------------------
                   James G. Held
 
                /s/ LEO J. HINDERY                   Director                      January 27, 1999
- ---------------------------------------------------
                  Leo J. Hindery
 
               /s/ DONALD R. KEOUGH                  Director                      January 27, 1999
- ---------------------------------------------------
                 Donald R. Keough
 
                /s/ JOHN C. MALONE                   Director                      January 27, 1999
- ---------------------------------------------------
                  John C. Malone
 
             /s/ ROBERT W. MATSCHULLAT               Director                      January 27, 1999
- ---------------------------------------------------
               Robert W. Matschullat
 
                /s/ SAMUEL MINZBERG                  Director                      January 27, 1999
- ---------------------------------------------------
                  Samuel Minzberg
 
               /s/ WILLIAM D. SAVOY                  Director                      January 27, 1999
- ---------------------------------------------------
                 William D. Savoy
 
             /s/ H. NORMAN SCHWARZKOPF               Director                      January 27, 1999
- ---------------------------------------------------
               H. Norman Schwarzkopf

 
                                      II-16
   324
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Petersburg, State of
Florida, on January 27, 1999.
 
                                          HOME SHOPPING NETWORK, INC.
 
                                          By:       /s/ JAMES G. HELD
                                            ------------------------------------
                                              Name: James G. Held
                                              Title: Chairman and Chief
                                              Executive Officer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                 /s/ JAMES G. HELD                   Chairman and Chief Executive    January 27, 1999
- ---------------------------------------------------    Officer
                   James G. Held
 
                  /s/ MARK BOZEK                     President                       January 27, 1999
- ---------------------------------------------------
                    Mark Bozek
 
               /s/ ROBERT ROSENBLATT                 Executive Vice President,       January 27, 1999
- ---------------------------------------------------    Chief Financial Officer and
                 Robert Rosenblatt                     Treasurer
 
                 /s/ BRIAN FELDMAN                   Vice President and Controller   January 27, 1999
- ---------------------------------------------------
                   Brian Feldman
 
                /s/ JED B. TROSPER                   Director                        January 27, 1999
- ---------------------------------------------------
                  Jed B. Trosper
 
              /s/ JAMES G. GALLAGHER                 Director                        January 27, 1999
- ---------------------------------------------------
                James G. Gallagher

 
                                      II-17
   325
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USANi SUB LLC
 
                                          By:     /s/ VICTOR A. KAUFMAN
                                            ------------------------------------
                                              Name: Victor A. Kaufman
                                              Title: Chief Executive Officer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
               /s/ VICTOR A. KAUFMAN                 Chief Executive Officer         January 27, 1999
- ---------------------------------------------------
                 Victor A. Kaufman
 
                /s/ THOMAS J. KUHN                   President                       January 27, 1999
- ---------------------------------------------------
                  Thomas J. Kuhn
 
               /s/ MICHAEL P. DURNEY                 Vice President, Chief           January 27, 1999
- ---------------------------------------------------    Financial Officer and
                 Michael P. Durney                     Treasurer (Principal
                                                       Financial Officer and
                                                       Principal Accounting
                                                       Officer)
 
                     USANi LLC                       Member and Manager              January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-18
   326
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USAi SUB, INC.
 
                                          By:     /s/ VICTOR A. KAUFMAN
                                            ------------------------------------
                                              Name: Victor A. Kaufman
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                      DATE
                     ---------                                  -----                      ----
                                                                               
               /s/ VICTOR A. KAUFMAN                 President                       January 27, 1999
- ---------------------------------------------------
                 Victor A. Kaufman
 
               /s/ MICHAEL P. DURNEY                 Vice President, Treasurer       January 27, 1999
- ---------------------------------------------------    and Director (Principal
                 Michael P. Durney                     Financial Officer and
                                                       Principal Accounting
                                                       Officer)
 
                /s/ THOMAS J. KUHN                   Director                        January 27, 1999
- ---------------------------------------------------
                  Thomas J. Kuhn

 
                                      II-19
   327
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          HOME SHOPPING CLUB, LP
 
                                          By: HSN General Partner LLC, as
                                              General Partner
 
                                          By:     /s/ VICTOR A. KAUFMAN
                                            ------------------------------------
                                              Name: Victor A. Kaufman
                                              Title: Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                      DATE
                     ---------                                  -----                      ----
                                                                               
              HSN General Partner LLC                General Partner                 January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer
 
                   USANi Sub LLC                     Limited Partner                 January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
             Thomas J. Kuhn, President

 
                                      II-20
   328
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          NATIONAL CALL CENTER LP
 
                                          By: HSN General Partner LLC, as
                                              General Partner
 
                                          By:     /s/ VICTOR A. KAUFMAN
                                            ------------------------------------
                                              Name: Victor A. Kaufman
                                              Title: Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
              HSN General Partner LLC                General Partner                 January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer
 
                   USANi Sub LLC                     Limited Partner                 January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
             Thomas J. Kuhn, President

 
                                      II-21
   329
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          INTERNET SHOPPING NETWORK LLC
 
                                          By:       /s/ JED B TROSPER
                                            ------------------------------------
                                              Name: Jed B. Trosper
                                              Title: Secretary and Treasurer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JED B. TROSPER                   Secretary and Treasurer         January 27, 1999
- ---------------------------------------------------    (Principal Executive
                  Jed B. Trosper                       Officer, Principal Financial
                                                       Officer and Principal
                                                       Accounting Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel
 
                   USANi Sub LLC                     Member                          January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
             Thomas J. Kuhn, President

 
                                      II-22
   330
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
              HSN General Partner LLC                Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-23
   331
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          HSN CAPITAL LLC
 
                                          By:       /s/ JOHN S. TRUE
                                            ------------------------------------
                                              Name: John S. True
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                 /s/ JOHN S. TRUE                    President                       January 27, 1999
- ---------------------------------------------------
                   John S. True
 
                /s/ JED B. TROSPER                   Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Jed B. Trosper                       Accounting Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-24
   332
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                   USANi Sub LLC                     Member                          January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
             Thomas J. Kuhn, President
 
              HSN General Partner LLC                Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-25
   333
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          HSN FULFILLMENT LLC
 
                                          By:    /s/ CHARLES M. HOPKINS
                                            ------------------------------------
                                              Name: Charles M. Hopkins
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
              /s/ CHARLES M. HOPKINS                 President                       January 27, 1999
- ---------------------------------------------------
                Charles M. Hopkins
 
                /s/ JED B. TROSPER                   Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Jed B. Trosper                       Accounting Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn
             Senior Vice President and
                  General Counsel

 
                                      II-26
   334
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                   USANi Sub LLC                     Member                          January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
             Thomas J. Kuhn, President
 
              HSN General Partner LLC                Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-27
   335
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          HSN REALTY LLC
 
                                          By:      /s/ JED B. TROSPER
                                            ------------------------------------
                                              Name: Jed B. Trosper
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JED B. TROSPER                   President                       January 27, 1999
- ---------------------------------------------------
                  Jed B. Trosper
 
               /s/ BRIAN J. FELDMAN                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                 Brian J. Feldman                      Accounting Officer)
 
                   USANi Sub LLC                     Member and Manager              January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
             Thomas J. Kuhn, President
 
              HSN General Partner LLC                Member and Manager              January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-28
   336
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          HSN OF NEVADA LLC
 
                                          By:       /s/ JOHN S. TRUE
                                            ------------------------------------
                                              Name: John S. True
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                 /s/ JOHN S. TRUE                    President                       January 27, 1999
- ---------------------------------------------------
 
                /s/ JED B. TROSPER                   Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Jed B. Trosper                       Accounting Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel
 
                  HSN Capital LLC                    Member                          January 27, 1999
 
               By: /s/ JOHN S. TRUE
  ----------------------------------------------
              John S. True, President

 
                                      II-29
   337
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          NEW-U STUDIOS HOLDINGS, INC.
 
                                          By:     /s/ VICTOR A. KAUFMAN
                                            ------------------------------------
                                              Name: Victor A. Kaufman
                                              Title: Chief Executive Officer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                      DATE
                     ---------                                  -----                      ----
                                                                               
               /s/ VICTOR A. KAUFMAN                 Chief Executive Officer         January 27, 1999
- ---------------------------------------------------
                 Victor A. Kaufman
 
               /s/ ROBERT ROSENBLATT                 Vice President, Chief           January 27, 1999
- ---------------------------------------------------    Financial Officer and
                 Robert Rosenblatt                     Treasurer
 
                 /s/ BRIAN FELDMAN                   Vice President and              January 27, 1999
- ---------------------------------------------------    Controller
                   Brian Feldman
 
                /s/ JED B. TROSPER                   Director                        January 27, 1999
- ---------------------------------------------------
                  Jed B. Trosper
 
              /s/ JAMES G. GALLAGHER                 Director                        January 27, 1999
- ---------------------------------------------------
                James G. Gallagher

 
                                      II-30
   338
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          HSN HOLDINGS, INC.
 
                                          By:     /s/ VICTOR A. KAUFMAN
                                            ------------------------------------
                                              Name: Victor A. Kaufman
                                              Title: Chief Executive Officer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                      DATE
                     ---------                                  -----                      ----
                                                                               
               /s/ VICTOR A. KAUFMAN                 Chief Executive Officer         January 27, 1999
- ---------------------------------------------------
                 Victor A. Kaufman
 
               /s/ ROBERT ROSENBLATT                 Vice President, Chief           January 27, 1999
- ---------------------------------------------------    Financial Officer and
                 Robert Rosenblatt                     Treasurer
 
                 /s/ BRIAN FELDMAN                   Vice President and              January 27, 1999
- ---------------------------------------------------    Controller
                   Brian Feldman
 
                /s/ JED B. TROSPER                   Director                        January 27, 1999
- ---------------------------------------------------
                  Jed B. Trosper
 
              /s/ JAMES G. GALLAGHER                 Director                        January 27, 1999
- ---------------------------------------------------
                James G. Gallagher

 
                                      II-31
   339
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA NETWORKS HOLDINGS, INC.
 
                                          By:     /s/ VICTOR A. KAUFMAN
                                            ------------------------------------
                                              Name: Victor A. Kaufman
                                              Title: Chief Executive Officer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                      DATE
                     ---------                                  -----                      ----
                                                                               
               /s/ VICTOR A. KAUFMAN                 Chief Executive Officer         January 27, 1999
- ---------------------------------------------------
                 Victor A. Kaufman
 
                 /s/ JAMES G. HELD                   President                       January 27, 1999
- ---------------------------------------------------
                   James G. Held
 
               /s/ ROBERT ROSENBLATT                 Vice President, Chief           January 27, 1999
- ---------------------------------------------------    Financial Officer and
                 Robert Rosenblatt                     Treasurer
 
                 /s/ BRIAN FELDMAN                   Vice President and              January 27, 1999
- ---------------------------------------------------    Controller
                   Brian Feldman
 
                /s/ JED B. TROSPER                   Director                        January 27, 1999
- ---------------------------------------------------
                  Jed B. Trosper
 
              /s/ JAMES G. GALLAGHER                 Director                        January 27, 1999
- ---------------------------------------------------
                James G. Gallagher

 
                                      II-32
   340
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          NEW-U STUDIOS, INC.
 
                                          By:     /s/ VICTOR A. KAUFMAN
                                            ------------------------------------
                                              Name: Victor A. Kaufman
                                              Title: Chief Executive Officer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
               /s/ VICTOR A. KAUFMAN                 Chief Executive Officer         January 27, 1999
- ---------------------------------------------------
                 Victor A. Kaufman
 
               /s/ ROBERT ROSENBLATT                 Vice President, Chief           January 27, 1999
- ---------------------------------------------------    Financial Officer and
                 Robert Rosenblatt                     Treasurer
 
                 /s/ BRIAN FELDMAN                   Vice President and Controller   January 27, 1999
- ---------------------------------------------------
                   Brian Feldman
 
                /s/ JED B. TROSPER                   Director                        January 27, 1999
- ---------------------------------------------------
                  Jed B. Trosper
 
              /s/ JAMES G. GALLAGHER                 Director                        January 27, 1999
- ---------------------------------------------------
                James G. Gallagher

 
                                      II-33
   341
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          HSN GENERAL PARTNER LLC
 
                                          By:     /s/ VICTOR A. KAUFMAN
                                            ------------------------------------
                                              Name: Victor A. Kaufman
                                              Title: Chief Executive Officer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
               /s/ VICTOR A. KAUFMAN                 Chief Executive Officer         January 27, 1999
- ---------------------------------------------------
                 Victor A. Kaufman
 
               /s/ ROBERT ROSENBLATT                 Vice President, Chief           January 27, 1999
- ---------------------------------------------------    Financial Officer and
                 Robert Rosenblatt                     Treasurer (Principal
                                                       Financial Officer and
                                                       Principal Accounting
                                                       Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-34
   342
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                   USANi Sub LLC                     Member                          January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
             Thomas J. Kuhn, President
 
                HSN Holdings, Inc.                   Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-35
   343
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          STUDIOS USA LLC
 
                                          By:     /s/ ROBERT T. FLEMING
                                            ------------------------------------
                                              Name: Robert T. Fleming
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
               /s/ ROBERT T. FLEMING                 President                       January 27, 1999
- ---------------------------------------------------
                 Robert T. Fleming
 
                /s/ MELISSA LEFFLER                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Melissa Leffler                      Accounting Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-36
   344
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                   USANi Sub LLC                     Member                          January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
             Thomas J. Kuhn, President
 
                New-U Studios, Inc.                  Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-37
   345
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA NETWORKS PARTNER LLC
 
                                          By:     /s/ VICTOR A. KAUFMAN
                                            ------------------------------------
                                              Name: Victor A. Kaufman
                                              Title: Chief Executive Officer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
               /s/ VICTOR A. KAUFMAN                 Chief Executive Officer         January 27, 1999
- ---------------------------------------------------
                 Victor A. Kaufman
 
               /s/ ROBERT ROSENBLATT                 Vice President, Chief           January 27, 1999
- ---------------------------------------------------    Financial Officer and
                 Robert Rosenblatt                     Treasurer
 
                 /s/ BRIAN FELDMAN                   Vice President and Controller   January 27, 1999
- ---------------------------------------------------
                   Brian Feldman
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-38
   346
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                   USANi Sub LLC                     Member                          January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
             Thomas J. Kuhn, President
 
            USA Networks Holdings, Inc.              Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-39
   347
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                            USA NETWORKS (NEW YORK
                                            GENERAL PARTNERSHIP)
 
                                          By: USANi Sub LLC, as General Partner
 
                                          By:      /s/ THOMAS J. KUHN
                                            ------------------------------------
                                              Name: Thomas J. Kuhn
                                              Title: President
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                      DATE
                     ---------                                  -----                      ----
                                                                               
                   USANi Sub LLC                     General Partner                 January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
             Thomas J. Kuhn, President
 
             USA Networks Partner, LLC               General Partner                 January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-40
   348
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          STUDIOS USA TELEVISION LLC
 
                                          By:    /s/ KENNETH A. SOLOMAN
                                            ------------------------------------
                                              Name: Kenneth A. Soloman
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                      DATE
                     ---------                                  -----                      ----
                                                                               
              /s/ KENNETH A. SOLOMAN                 President                       January 27, 1999
- ---------------------------------------------------
                Kenneth A. Soloman
 
                 /s/ RICHARD WONG                    Treasurer (Principal            January 27, 1999
- ---------------------------------------------------    Financial Officer and
                   Richard Wong                        Principal Accounting
                                                       Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-41
   349
 


                     SIGNATURE                                  TITLE                      DATE
                     ---------                                  -----                      ----
                                                                               
                  Studios USA LLC                    Member                          January 27, 1999
 
             By: /s/ ROBERT T. FLEMING
  ----------------------------------------------
           Robert T. Fleming, President
 
                New-U Studios, Inc.                  Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-42
   350
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                            STUDIOS USA FIRST-RUN
                                            TELEVISION LLC
 
                                          By:      /s/ LONNIE BURSTEIN
                                            ------------------------------------
                                              Name: Lonnie Burstein
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ LONNIE BURSTEIN                  President                       January 27, 1999
- ---------------------------------------------------
                  Lonnie Burstein
 
                /s/ MELISSA LEFFLER                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Melissa Leffler                      Accounting Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-43
   351
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                  Studios USA LLC                    Member                          January 27, 1999
 
             By: /s/ ROBERT T. FLEMING
  ----------------------------------------------
           Robert T. Fleming, President
 
                New-U Studios, Inc.                  Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-44
   352
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          STUDIOS USA PICTURES LLC
 
                                          By:     /s/ ROBERT T. FLEMING
                                            ------------------------------------
                                              Name: Robert T. Fleming
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                 TITLE                      DATE
                     ---------                                 -----                      ----
                                                                             
               /s/ ROBERT T. FLEMING                 President                       January 27, 1999
- ---------------------------------------------------
                 Robert T. Fleming
 
                /s/ MELISSA LEFFLER                  Treasurer (Principal            January 27, 1999
- ---------------------------------------------------    Financial
                  Melissa Leffler                      Officer and Principal
                                                       Accounting Officer)
 
                     USANI LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-45
   353
 


                     SIGNATURE                                 TITLE                      DATE
                     ---------                                 -----                      ----
                                                                             
                  Studios USA LLC                    Member                          January 27, 1999
 
             By: /s/ ROBERT T. FLEMING
  ----------------------------------------------
                Robert T. Fleming,
                     President
 
                New-U Studios, Inc.                  Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-46
   354
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          STUDIOS USA DEVELOPMENT LLC
 
                                          By:     /s/ STEVEN T. BRUNELL
                                            ------------------------------------
                                              Name: Steven T. Brunell
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                     DATE
                     ---------                                  -----                     ----
                                                                             
               /s/ STEVEN T. BRUNELL                 President                       January 27, 1999
- ---------------------------------------------------
                 Steven T. Brunell
 
                /s/ ELIZABETH CHELL                  Treasurer (Principal            January 27, 1999
- ---------------------------------------------------    Financial Officer and
                  Elizabeth Chell                      Principal Accounting
                                                       Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-47
   355
 


                     SIGNATURE                                  TITLE                     DATE
                     ---------                                  -----                     ----
                                                                             
                  Studios USA LLC                    Member                          January 27, 1999
 
             By: /s/ ROBERT T. FLEMING
  ----------------------------------------------
                Robert T. Fleming,
                     President
 
                New-U Studios, Inc.                  Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-48
   356
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          STUDIOS USA REALITY TELEVISION LLC
 
                                          By:    /s/ CHRISTINE HEDGECOCK
                                            ------------------------------------
                                              Name: Christine Hedgecock
                                              Title: Secretary
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                     DATE
                     ---------                                  -----                     ----
                                                                             
              /s/ CHRISTINE HEDGECOCK                Secretary                       January 27, 1999
- ---------------------------------------------------
                Christine Hedgecock
 
                /s/ LEONARD DIRISIO                  Treasurer (Principal            January 27, 1999
- ---------------------------------------------------    Financial Officer and
                  Leonard Dirisio                      Principal Accounting
                                                       Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-49
   357
 


                     SIGNATURE                                  TITLE                     DATE
                     ---------                                  -----                     ----
                                                                             
                  Studios USA LLC                    Member                          January 27, 1999
 
             By: /s/ ROBERT T. FLEMING
  ----------------------------------------------
                Robert T. Fleming,
                     President
 
                New-U Studios, Inc.                  Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-50
   358
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          STUDIOS USA TALK TELEVISION LLC
 
                                          By:    /s/ CHRISTINE HEDGECOCK
                                            ------------------------------------
                                              Name: Christine Hedgecock
                                              Title: Secretary
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                     DATE
                     ---------                                  -----                     ----
                                                                             
              /s/ CHRISTINE HEDGECOCK                Secretary                       January 27, 1999
- ---------------------------------------------------
                Christine Hedgecock
 
                  /s/ JANE KNAPP                     Treasurer (Principal            January 27, 1999
- ---------------------------------------------------    Financial Officer and
                    Jane Knapp                         Principal Accounting
                                                       Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-51
   359
 


                     SIGNATURE                                  TITLE                     DATE
                     ---------                                  -----                     ----
                                                                             
                  Studios USA LLC                    Member                          January 27, 1999
 
             By: /s/ ROBERT T. FLEMING
  ----------------------------------------------
                Robert T. Fleming,
                     President
 
                New-U Studios, Inc.                  Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-52
   360
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          STUDIOS USA PICTURES DEVELOPMENT LLC
 
                                          By:   /s/ JOAN WHITEHEAD EVANS
                                            ------------------------------------
                                              Name: Joan Whitehead Evans
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
             /s/ JOAN WHITEHEAD EVANS                President                       January 27, 1999
- ---------------------------------------------------
               Joan Whitehead Evans
 
                /s/ CHARLES KILLIAN                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Charles Killian                      Accounting Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-53
   361
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                  Studios USA LLC                    Member                          January 27, 1999
 
             By: /s/ ROBERT T. FLEMING
  ----------------------------------------------
           Robert T. Fleming, President
 
                New-U Studios, Inc.                  Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-54
   362
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          STUDIOS USA TELEVISION
                                            DISTRIBUTION LLC
 
                                          By:    /s/ STEVEN S. ROSENBERG
                                            ------------------------------------
                                              Name: Steven S. Rosenberg
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
              /s/ STEVEN S. ROSENBERG                President                       January 27, 1999
- ---------------------------------------------------
                Steven S. Rosenberg
 
                /s/ MELISSA LEFFLER                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Melissa Leffler                      Accounting Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
             Senior Vice President and
                  General Counsel

 
                                      II-55
   363
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                  Studios USA LLC                    Member                          January 27, 1999
 
             By: /s/ ROBERT T. FLEMING
  ----------------------------------------------
           Robert T. Fleming, President
 
                New-U Studios, Inc.                  Member                          January 27, 1999
 
             By: /s/ VICTOR A. KAUFMAN
  ----------------------------------------------
                Victor A. Kaufman,
              Chief Executive Officer

 
                                      II-56
   364
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          STUDIOS USA TALK VIDEO LLC
 
                                          By:    /s/ CHRISTINE HEDGECOCK
                                            ------------------------------------
                                              Name: Christine Hedgecock
                                              Title: Secretary
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
              /s/ CHRISTINE HEDGECOCK                Secretary                       January 27, 1999
- ---------------------------------------------------
                Christine Hedgecock
 
                  /s/ JANE KNAPP                     Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                    Jane Knapp                         Accounting Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
     Senior Vice President and General Counsel
 
          Studios USA Talk Television LLC            Member                          January 27, 1999
 
            By: /s/ CHRISTINE HEDGECOCK
  ----------------------------------------------
               Christine Hedgecock,
                     Secretary

 
                                      II-57
   365
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          NEW-U PICTURES FACILITIES LLC
 
                                          By:   /s/ JOAN WHITEHEAD EVANS
                                            ------------------------------------
                                              Name: Joan Whitehead Evans
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
             /s/ JOAN WHITEHEAD EVANS                President                       January 27, 1999
- ---------------------------------------------------
               Joan Whitehead Evans
 
                /s/ CHARLES KILLIAN                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Charles Killian                      Accounting Officer)
 
                     USANi LLC                       Manager                         January 27, 1999
 
              By: /s/ THOMAS J. KUHN
  ----------------------------------------------
                  Thomas J. Kuhn,
     Senior Vice President and General Counsel
 
       Studios USA Pictures Development LLC          Member                          January 27, 1999
 
           By: /s/ JOAN WHITEHEAD EVANS
  ----------------------------------------------
               Joan Whitehead Evans,
                     President

 
                                      II-58
   366
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Petersburg, State of
Florida, on January 27, 1999.
 
                                          SK HOLDINGS, INC.
 
                                          By:        /s/ LYNN KRALL
                                            ------------------------------------
                                              Name: Lynn Krall
                                              Title: Treasurer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                 /s/ RICHARD LYON                    President                       January 27, 1999
- ---------------------------------------------------
                   Richard Lyon
 
                  /s/ LYNN KRALL                     Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                    Lynn Krall                         Accounting Officer)
 
                /s/ JED B. TROSPER                   Director                        January 27, 1999
- ---------------------------------------------------
                  Jed B. Trosper
 
              /s/ JAMES G. GALLAGHER                 Director                        January 27, 1999
- ---------------------------------------------------
                James G. Gallagher

 
                                      II-59
   367
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA BROADCASTING, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-60
   368
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP OF HOUSTON, INC.
 
                                          By:     /s/ JOHANTHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-61
   369
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                            SILVER KING CAPITAL
                                            CORPORATION, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-62
   370
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP OF DALLAS, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-63
   371
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP OF ILLINOIS, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27,1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-64
   372
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                      USA STATION GROUP OF MASSACHUSETTS, INC.

                                      By:      /s/ JONATHAN MILLER
                                        ------------------------------------
                                          Name: Jonathan Miller
                                          Title: President

                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27,1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-65
   373
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP OF NEW JERSEY, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27,1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-66
   374
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP OF OHIO, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27,1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-67
   375
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP OF
                                            VINELAND, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                             -----------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27,1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-68
   376
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP OF ATLANTA, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-69
   377
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP OF
                                            SOUTHERN CALIFORNIA, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-70
   378
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP OF VIRGINIA, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-71
   379
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP OF
                                            TAMPA, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                      DATE
                     ---------                                  -----                      ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal            January 27, 1999
- ---------------------------------------------------    Financial Officer and
                  Helen Rosenberg                      Principal Accounting
                                                       Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-72
   380
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP OF HOLLYWOOD
                                            FLORIDA, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                      DATE
                     ---------                                  -----                      ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal            January 27, 1999
- ---------------------------------------------------    Financial Officer and
                  Helen Rosenberg                      Principal Accounting
                                                       Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-73
   381
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          TELEMATION, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-74
   382
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                            USA STATION GROUP OF NORTHERN
                                            CALIFORNIA, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-75
   383
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-76
   384
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                            USA BROADCASTING
                                            PRODUCTIONS, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-77
   385
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                            MIAMI, USA BROADCASTING STATION
                                            PRODUCTIONS, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                          Name: Jonathan Miller
                                          Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                  TITLE                      DATE
                     ---------                                  -----                      ----
                                                                               
 
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal            January 27, 1999
- ---------------------------------------------------    Financial Officer and
                  Helen Rosenberg                      Principal Accounting
                                                       Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-78
   386
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          MIAMI, USA BROADCASTING
                                            PRODUCTIONS, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-79
   387
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          SILVER KING INVESTMENT
                                            HOLDINGS, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-80
   388
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          SKC INVESTMENTS, INC.
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director          January 27, 1999
- ---------------------------------------------------
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer (Principal Financial  January 27, 1999
- ---------------------------------------------------    Officer and Principal
                  Helen Rosenberg                      Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director                        January 27, 1999
- ---------------------------------------------------
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director                        January 27, 1999
- ---------------------------------------------------
                Julius Genachowski

 
                                      II-81
   389
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP PARTNERSHIP
                                            OF DALLAS
 
                                          By: USA Station Group, Inc., as
                                              Managing General Partner
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director of USA   January 27, 1999
- ---------------------------------------------------    Station Group, Inc.
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer of USA Station        January 27, 1999
- ---------------------------------------------------    Group, Inc. (Principal
                  Helen Rosenberg                      Financial Officer and
                                                       Principal
                                                       Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director of USA Station         January 27, 1999
- ---------------------------------------------------    Group, Inc.
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director of USA Station         January 27, 1999
- ---------------------------------------------------    Group, Inc.
                Julius Genachowski

 
                                      II-82
   390
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP PARTNERSHIP
                                            OF HOUSTON
 
                                          By: USA Station Group, Inc., as
                                              Managing General Partner
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director of USA   January 27, 1999
- ---------------------------------------------------    Station Group, Inc.
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer of USA Station        January 27, 1999
- ---------------------------------------------------    Group, Inc. (Principal
                  Helen Rosenberg                      Financial
                                                       Officer and Principal
                                                       Accounting Officer)
 
                /s/ DOUGLAS BINZAK                   Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                Julius Genachowski

 
                                      II-83
   391
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP PARTNERSHIP
                                            OF ILLINOIS
 
                                          By: USA Station Group, Inc., as
                                              Managing General Partner
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director of USA   January 27, 1999
- ---------------------------------------------------    Station Group, Inc.
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer of USA Station        January 27, 1999
- ---------------------------------------------------    Group, Inc. (Principal
                  Helen Rosenberg                      Financial Officer and
                                                       Principal Accounting
                                                       Officer)
 
                /s/ DOUGLAS BINZAK                   Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                Julius Genachowski

 
                                      II-84
   392
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP PARTNERSHIP OF
                                            MASSACHUSETTS
 
                                          By: USA Station Group, Inc., as
                                              Managing General Partner
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director of USA   January 27, 1999
- ---------------------------------------------------    Station Group, Inc.
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer of USA Station        January 27, 1999
- ---------------------------------------------------    Group, Inc. (Principal
                  Helen Rosenberg                      Financial Officer and
                                                       Principal Accounting
                                                       Officer)
 
                /s/ DOUGLAS BINZAK                   Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                Julius Genachowski

 
                                      II-85
   393
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP PARTNERSHIP
                                            OF NEW JERSEY
 
                                          By: USA Station Group, Inc., as
                                              Managing General Partner
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director of USA   January 27, 1999
- ---------------------------------------------------    Station Group, Inc.
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer of USA Station        January 27, 1999
- ---------------------------------------------------    Group, Inc. (Principal
                  Helen Rosenberg                      Financial Officer and
                                                       Principal Accounting
                                                       Officer)
 
                /s/ DOUGLAS BINZAK                   Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                Julius Genachowski

 
                                      II-86
   394
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP PARTNERSHIP
                                            OF OHIO
 
                                          By: USA Station Group, Inc., as
                                              Managing General Partner
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director of USA   January 27, 1999
- ---------------------------------------------------    Station Group, Inc.
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer of USA Station        January 27, 1999
- ---------------------------------------------------    Group, Inc. (Principal
                  Helen Rosenberg                      Financial Officer and
                                                       Principal Accounting
                                                       Officer)
 
                /s/ DOUGLAS BINZAK                   Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                Julius Genachowski

 
                                      II-87
   395
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP PARTNERSHIP
                                            OF VINELAND
 
                                          By: USA Station Group, Inc., as
                                              Managing General Partner
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director of USA   January 27, 1999
- ---------------------------------------------------    Station Group, Inc.
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer of USA Station        January 27, 1999
- ---------------------------------------------------    Group, Inc. (Principal
                  Helen Rosenberg                      Financial Officer and
                                                       Principal Accounting
                                                       Officer)
 
                /s/ DOUGLAS BINZAK                   Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                Julius Genachowski

 
                                      II-88
   396
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP PARTNERSHIP
                                            OF ATLANTA
 
                                          By: USA Station Group, Inc., as
                                              Managing General Partner
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director of USA   January 27, 1999
- ---------------------------------------------------    Station Group, Inc.
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer of USA Station        January 27, 1999
- ---------------------------------------------------    Group, Inc. (Principal
                  Helen Rosenberg                      Financial Officer and
                                                       Principal Accounting
                                                       Officer)
 
                /s/ DOUGLAS BINZAK                   Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                Julius Genachowski

 
                                      II-89
   397
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP PARTNERSHIP
                                            OF SOUTHERN CALIFORNIA
 
                                          By: USA Station Group, Inc., as
                                              Managing General Partner
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director of USA   January 27, 1999
- ---------------------------------------------------    Station Group, Inc.
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer of USA Station        January 27, 1999
- ---------------------------------------------------    Group, Inc. (Principal
                  Helen Rosenberg                      Financial Officer and
                                                       Principal Accounting
                                                       Officer)
 
                /s/ DOUGLAS BINZAK                   Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                Julius Genachowski

 
                                      II-90
   398
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP PARTNERSHIP
                                            OF TAMPA
 
                                          By: USA Station Group, Inc., as
                                              Managing General Partner
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director of USA   January 27, 1999
- ---------------------------------------------------    Station Group, Inc.
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer of USA Station        January 27, 1999
- ---------------------------------------------------    Group, Inc. (Principal
                  Helen Rosenberg                      Financial Officer and
                                                       Principal Accounting
                                                       Officer)
 
                /s/ DOUGLAS BINZAK                   Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                Julius Genachowski

 
                                      II-91
   399
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 27, 1999.
 
                                          USA STATION GROUP PARTNERSHIP
                                            OF HOLLYWOOD, FLORIDA
 
                                          By: USA Station Group, Inc., as
                                              Managing General Partner
 
                                          By:      /s/ JONATHAN MILLER
                                            ------------------------------------
                                              Name: Jonathan Miller
                                              Title: President
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                /s/ JONATHAN MILLER                  President and Director of USA   January 27, 1999
- ---------------------------------------------------    Station Group, Inc.
                  Jonathan Miller
 
                /s/ HELEN ROSENBERG                  Treasurer of USA Station        January 27, 1999
- ---------------------------------------------------    Group, Inc. (Principal
                  Helen Rosenberg                      Financial Officer and
                                                       Principal Accounting
                                                       Officer)
 
                /s/ DOUGLAS BINZAK                   Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                  Douglas Binzak
 
              /s/ JULIUS GENACHOWSKI                 Director of USA Station Group,  January 27, 1999
- ---------------------------------------------------    Inc.
                Julius Genachowski

 
                                      II-92
   400
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on January 27, 1999.
 
                                          TICKETMASTER GROUP, INC.
 
                                          By:       /s/ TERRY BARNES
                                            ------------------------------------
                                              Name: Terry Barnes
                                              Title: Chairman of the Board,
                                              President and
                                                     Chief Executive Officer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                 /s/ TERRY BARNES                    Chairman of the Board,          January 27, 1999
- ---------------------------------------------------    President, Chief Executive
                   Terry Barnes                        Officer and Director
 
                 /s/ STUART DEPINA                   Senior Vice President,          January 27, 1999
- ---------------------------------------------------    Treasurer, Chief Financial
                   Stuart DePina                       Officer and Director
                                                       (Principal Financial Officer
                                                       and Principal Accounting
                                                       Officer)
 
                /s/ EUGENE COBUZZI                   Director                        January 27, 1999
- ---------------------------------------------------
                  Eugene Cobuzzi

 
                                      II-93
   401
 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on January 27, 1999.
 
                                          TICKETMASTER CORPORATION
 
                                          By:       /s/ TERRY BARNES
                                            ------------------------------------
                                              Name: Terry Barnes
                                              Title: Chairman of the Board,
                                              President and
                                                     Chief Executive Officer
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas J. Kuhn and Michael P. Durney, and each of them,
with full power to act alone without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 


                     SIGNATURE                                   TITLE                     DATE
                     ---------                                   -----                     ----
                                                                               
                 /s/ TERRY BARNES                    Chairman of the Board,          January 27, 1999
- ---------------------------------------------------    President, Chief Executive
                   Terry Barnes                        Officer and Director
 
                 /s/ STUART DEPINA                   Senior Vice President,          January 27, 1999
- ---------------------------------------------------    Treasurer, Chief Financial
                   Stuart DePina                       Officer and Director
                                                       (Principal Financial Officer
                                                       and Principal Accounting
                                                       Officer)
 
                /s/ EUGENE COBUZZI                   Director                        January 27, 1999
- ---------------------------------------------------
                  Eugene Cobuzzi

 
                                      II-94
   402
 
                                                                     SCHEDULE II
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
                       VALUATION AND QUALIFYING ACCOUNTS
 


                                          BALANCE     CHARGES      CHARGES                      BALANCE
                                            AT          TO           TO                           AT
                                         BEGINNING   COSTS AND      OTHER      DEDUCTIONS --      END
              DESCRIPTION                OF PERIOD   EXPENSES    ACCOUNTS(2)    DESCRIBE(1)    OF PERIOD
              -----------                ---------   ---------   -----------   -------------   ---------
                                                                 (IN THOUSANDS)
                                                                                
Allowance for doubtful accounts:
  Year ended December 31, 1997.........   $2,679      $3,432       $  813         $(3,336)      $3,588
                                          ======      ======       ======         =======       ======
  Year ended December 31, 1996.........   $   68      $   23       $2,751         $  (163)      $2,679
                                          ======      ======       ======         =======       ======
  Four months ended December 31,
     1995..............................   $   82      $   51       $   --         $   (65)      $   68
                                          ======      ======       ======         =======       ======
  Year ended August 31, 1995...........   $   73      $  179       $   --         $  (170)      $   82
                                          ======      ======       ======         =======       ======

 
- -------------------------
(1) Write-off fully reserved accounts receivable.
 
(2) Amounts relate to mergers with Savoy Pictures Entertainment, Inc. and
    subsidiaries, Home Shopping Network, Inc. and subsidiaries for 1996 and the
    acquisition of USA Networks, Inc.'s interest in Ticketmaster Group, Inc. in
    1997.
 
                                       S-1
   403
 
                                                                     SCHEDULE II
 
                  HOME SHOPPING NETWORK, INC. AND SUBSIDIARIES
 
                       VALUATION AND QUALIFYING ACCOUNTS
 


                                             BALANCE     CHARGES    CHARGES                     BALANCE
                                               AT          TO          TO                         AT
                                            BEGINNING   COSTS AND    OTHER     DEDUCTIONS --      END
               DESCRIPTION                  OF PERIOD   EXPENSES    ACCOUNTS    DESCRIBE(1)    OF PERIOD
               -----------                  ---------   ---------   --------   -------------   ---------
                                                                   (IN THOUSANDS)
                                                                                
Allowance for doubtful accounts:
  Year ended December 31, 1997............   $2,291      $3,008      $   --       $(3,122)      $2,177
                                             ======      ======      ======       =======       ======
  Year ended December 31, 1996............   $1,685      $2,241      $   --       $(1,635)      $2,291
                                             ======      ======      ======       =======       ======
  Year ended December 31, 1995............   $1,738      $2,851      $   --       $(2,904)      $1,685
                                             ======      ======      ======       =======       ======

 
- -------------------------
(1) Write-off fully reserved accounts receivable.
 
                                       S-2
   404
 
                                                                     SCHEDULE II
 
                           USANi LLC AND SUBSIDIARIES
 
                       VALUATION AND QUALIFYING ACCOUNTS
 


                                             BALANCE     CHARGES    CHARGES                     BALANCE
                                               AT          TO          TO                         AT
                                            BEGINNING   COSTS AND    OTHER     DEDUCTIONS --      END
               DESCRIPTION                  OF PERIOD   EXPENSES    ACCOUNTS    DESCRIBE(1)    OF PERIOD
               -----------                  ---------   ---------   --------   -------------   ---------
                                                                   (IN THOUSANDS)
                                                                                
Allowance for doubtful accounts:
  Year ended December 31, 1997............   $2,291      $3,008      $   --       $(3,122)      $2,177
                                             ======      ======      ======       =======       ======

 
- -------------------------
(1) Write-off fully reserved accounts receivable.
 
                                       S-3

EX-3.3

   1

                                                                     Exhibit 3.3


                            CERTIFICATE OF FORMATION

                                       OF

                                    USANi LLC

              This Certificate of Formation of USANi LLC (the "LLC"), dated as
of January 26, 1998, is being duly executed and filed by Andrew J. Nussbaum, 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 limited liability company formed hereby is
USANi LLC.

              SECOND. The address of the registered office of the LLC in the
State of Delaware is The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street in the City of Wilmington, County of New Castle.

              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,
Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County
of new Castle.

              IN WITNESS WHEREOF, the undersigned has executed this Certificate
of Formation as of the date first above written.



                                            /s/ Andrew J. Nussbaum
                                            _________________________
                                            Name:  Andrew J. Nussbaum
                                            Authorized Person

EX-3.5

   1

                                                                     Exhibit 3.5


                            CERTIFICATE OF FORMATION

                                       OF

                                  USANi SUB LLC

         This Certificate of Formation of USANi Sub LLC (the "LLC") dated
February 3, 1998, is being duly executed and filed by David C. McBride, Esquire,
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.

         1. Name. The name of the limited liability company formed hereby is
USANi Sub LLC.

         2. Registered Office. The address of the registered office of the
limited liability company in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801. 

         3. Registered Agent. The name and address of the registered agent for
service of process on LLC in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                   By:  /s/ David C. McBride
                                        ______________________________________
                                        David C. McBride, an Authorized Person

EX-3.6

   1

                                                                     Exhibit 3.6


                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                  USANi SUB LLC

         THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 3rd day of February, 1998, by and between USANi LLC, a
Delaware limited liability company, as the sole member ("Member"), and USANi SUB
LLC, a Delaware limited liability company, and shall be binding upon such other
individuals and members as may be added pursuant to the terms of this Agreement.

         1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of David C. McBride, Esquire, as its duly
authorized agent in connection with the filing of a certificate of formation
(the "Certificate") with the Secretary of the State of the State of Delaware for
the purpose of forming USANi Sub LLC (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del. C.
Section 18-101, et seq. ("Act").

         2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "USANi Sub LLC."

         3. Purpose. This Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

         4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

         5. Units. A member's interests in the Company ("Units") shall for all
purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

         6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter contribute (a) ninety-nine (99) membership units in each of the
following Delaware limited liability companies: HSN General Partner LLC, HSN
Realty LLC, HSN Travel LLC, HSN Fulfillment LLC, HSN Capital LLC, Internet
Shopping Network LLC and USA Network Partner LLC, and ninety-nine and
seven-tenths (99.7) membership units in New-U Studios LLC; (b) ninety-nine (99)
limited partnership units in each of the following Delaware limited
partnerships: Home Shopping Club LP,

   2

Vela Research LP, Exception Management Services LP and National Call Center LP;
(c) one hundred (100) shares of the common stock of New-U Studios Holdings,
Inc., a Delaware corporation; and (d) a fifty percent (50%) general partnership
interest in USA Networks, a New York general partnership. Except for the
foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable.

         7. Capital Accounts. A separate capital account shall be maintained for
each member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

         8. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated among the members in proportion to the number of Units held
by each member. It is the intent of the members that each member's distributive
share of income, gain, loss, deduction, or credit (or item thereof) shall be
determined and allocated in accordance with this Paragraph 8 to the fullest
extent permitted by Sections 704(b) and (c) of the Code and the Treasury
Regulations promulgated thereunder.

         9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Manager. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

         10. Appointment and Removal of Manager. At any time, and from time to
time, the member or members holding a majority of the Units in the Company may
elect one or more individuals or entities to manage the Company (the "Manager").
The Manager shall be responsible for any and all such duties as the member(s)
may choose to confer upon the Manager in this Agreement. By execution of this
Agreement, Member hereby appoints USANi LLC, a Delaware limited liability
company, as initial Manager of the Company. A Manager (whether an initial or a
successor Manager) shall cease to be a Manager upon the earlier of (i) such
Manager's resignation or (ii) such Manager's removal pursuant to the affirmative
vote of the member or members holding a majority of the Units. Any vacancy in
the Manager position, whether occurring as a result of a Manager resigning or
being removed may be filled by appointment of a successor by the member or
members holding a majority of the Units in accordance with this Paragraph 10. A
Manager need not be a member or resident of the State of Delaware.

         11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically con-


                                       2
   3

tained in this Agreement, the Manager may make all decisions and take all
actions for the Company not otherwise provided for in this Agreement.

         12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by the President, as the
case may be. Any number of titles may be held by the same person. Each officer
shall hold office until his or her successor shall be duly designated and shall
qualify or until his or her death, until he or she shall resign, or until he or
she shall have been removed, either with or without cause, by Manager whenever,
in Manager's judgment, the best interests of the Company will be served thereby.
The salaries or other compensation, if any, of the officers and agents of the
Company shall be fixed by Manager. Any delegation pursuant to this Paragraph 12
may be revoked at any time by Manager. As of the date hereof, Victor A. Kaufman
shall be Chief Executive Officer, James G. Held shall be President, James G.
Gallagher shall be Vice President, General Counsel and Secretary, Jed B. Trosper
shall be Vice President and Chief Operating Officer, Robert Rosenblatt shall be
Vice President, Chief Financial Officer and Treasurer, Brian Feldman shall be
Vice President and Controller, H. Steven Holtzman shall be Assistant Secretary,
James Lehrburger shall be Assistant Secretary, Lynn E. Krall shall be Assistant
Treasurer and Richard Lyon shall be Assistant Treasurer.

         13. Limitations On Authority. The authority of Manager over the conduct
of the affairs of the Company shall be subject only to such limitations as are
expressly stated in this Agreement or in the Act.

         14. Dissolution. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

         15. Transferability of Interests. A member may not assign in whole or
in part its Units without the consent of all of the other members and provided
that the transferee of such Units shall be bound by the terms of this Agreement.
Nothing herein shall restrict the ability of any member to pledge its Units to
secure indebtedness (including guarantee indebtedness) in respect of that
certain credit agreement among USA Networks, Inc., USANi LLC, the lenders party
thereto, the Chase Manhattan Bank, as administrative agent, Bank of America
National Trust & Savings Association and The


                                       3
   4

Bank of New York, as co-documentation agents, or any renewal, extension,
replacement or refinancing thereof.

         16. Admission of Additional Members. One (1) or more additional members
of the Company may be admitted to the Company with the consent of all of the
members.

         17. Consents. Any action that may be taken by the members at a meeting
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by or on behalf of the member or members holding sufficient
Units to authorize or approve such action at such meeting.

         18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.

         19. Governing Law. This Agreement and shall be construed and enforced
in accordance with, and governed by, the laws of the State of Delaware.

         20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

         21. Tax Elections. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.

                            {Signature Page Follows}


                                       4
   5

         IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above-written.

                                                    USANi SUB LLC
                                                    BY: USANi LLC, AS MANAGER

                                                    By: /s/ James G. Gallagher
                                                        ________________________
                                                        Name: James G. Gallagher
                                                        Title: Manager

                                                    Member:

                                                    USANi LLC

                                                    By: /s/ James G. Gallagher
                                                        ________________________
                                                        Name: James G. Gallagher
                                                        Title: Manager

EX-3.7

   1
                                                                     Exhibit 3.7


                          CERTIFICATE OF INCORPORATION
                                       OF
                                 USAi SUB, INC.

                  I, the undersigned, for the purpose of incorporating and
organizing a corporation under the General Law of the State of Delaware, do
hereby execute this Certificate of Incorporation and do hereby certify as
follows:

                                    ARTICLE I

                  The name of the corporation (which is hereinafter referred to
as the "Corporation") is:

                                 USAi Sub, Inc.

                                   ARTICLE II

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

                                   ARTICLE III

                  The purpose of the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized and incorporated
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

                  Section 1. The Corporation shall be authorized to issue 1,000
shares of capital stock, of which all shares shall be shares of Common Stock,
$.01 par value ("Common Stock").

                  Section 2. Except as otherwise provided by law the Common
Stock shall have the exclusive right to vote for the election of directors and
for all other purposes. Each share of Common Stock shall have one vote, and the
Common Stock shall vote together as a single class.

                                    ARTICLE V

                  Unless and except to the extent that the By-Laws of the
Corporation shall so require, the election of directors of the Corporation need
not be written ballot.

                                   ARTICLE VI

                  In furtherance and not in limitation of the powers conferred
by law, the Board of Directors of the Corporation (the "Board") is expressly
authorized and empowered to make, alter and repeal the By-Laws 
   2
of the Corporation by a majority vote at any regular or special meeting of the
Board or by written consent, subject to the power of the stockholders of the
Corporation to alter or repeal any By-Laws made by the Board.

                                   ARTICLE VII

                  The Corporation reserves the right at any time from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and any other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.

                                  ARTICLE VIII

                  Section 1. Elimination of Certain Liability of Directors. A
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended.

                  Any repeal or modification of the foregoing paragraph shall
not adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.

                  Section 2.  Indemnification and Insurance.

         (a) Each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the General Corporation Law
of the State of Delaware, as the same exists or may hereafter be amended (but,
in the case of any such amendment, to the fullest extent permitted by law, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, amounts paid or to be paid in settlement, and
excise taxes or penalties arising under the Employee Retirement Income Security
Act of 1974) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be director, officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however, that, except as
provided in paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
was authorized by the Board. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the General Corporation Law
for the State of Delaware requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by 
   3
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of the Board provide indemnification to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

         (b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the Corporation (including its Board, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

         (c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, By-law, agreement, vote of stockholders or
disinterested directors or otherwise.

         (d) Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of Delaware.

                                   ARTICLE IX

                  The name and mailing address of the incorporator is Arrie R.
Park, Esq., c/o Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York,
New York 10019.
   4
                  IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinbefore named, do hereby further certify that the facts hereinabove stated
are truly set forth and, accordingly, I have hereunto set my hand this 5th day
of June, 1998.


                                              /s/ Arrie R. Park
                                              ______________________________
                                              Arrie R. Park
                                              Incorporator

EX-3.8

   1
                                                                     Exhibit 3.8

                                     BY-LAWS

                                       OF

                                 USAi SUB, INC.

                                    ARTICLE I

                                     OFFICES

                  SECTION 1. REGISTERED OFFICE -- The registered office of USAi
Sub, Inc. (the "Corporation") shall be established and maintained at the office
of The Corporation Trust Company at The Corporation Trust Center, 1209 Orange
Street in the City of Wilmington, County of New Castle, State of Delaware, and
said Corporation Trust Company shall be the registered agent of the Corporation
in charge thereof.

                  SECTION 2. OTHER OFFICES -- The Corporation may have other
offices, either within or without the State of Delaware, at such place or places
as the Board of Directors may from time to time select or the business of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  SECTION 1. ANNUAL MEETINGS -- Annual meetings of stockholders
for the election of directors, and for such other business as may be stated in
the notice of the meeting, shall be held at such place, either within or without
the State of Delaware, and at such time and date as the Board of Directors, by
resolution, shall determine and as set forth in the notice of the meeting. If
the Board of Directors fails so to determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the registered
office of the Corporation on the first Tuesday in April. If the date of the
annual meeting shall fall upon a legal holiday, the meeting shall be held on the
next succeeding business day. At each annual meeting, the stockholders entitled
to vote shall elect a Board of Directors and they may transact such other
corporate business as shall be stated in the notice of the meeting.

                  SECTION 2. SPECIAL MEETINGS -- Special meetings of the
stockholders for any purpose or purposes may be called by the President or the
Secretary, or by resolution of the Board of Directors.

                  SECTION 3. VOTING -- Each stockholder entitled to vote in
accordance with the terms of the Certificate of Incorporation of the Corporation
and these By-Laws may vote in person or by proxy, but no proxy shall be voted
after three years from its date unless such proxy provides for a longer period.
All elections for directors shall be decided by plurality vote; all 
   2
other questions shall be decided by majority vote except as otherwise provided
by the Certificate of Incorporation or the laws of the State of Delaware.

                  A complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is entitled to be present.

                  SECTION 4. QUORUM -- Except as otherwise required by law, by
the Certificate of Incorporation of the Corporation or by these By-Laws, the
presence, in person or by proxy, of stockholders holding shares constituting a
majority of the voting power of the Corporation shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat,
present in person or by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted that might have been transacted
at the meeting as originally noticed; but only those stockholders entitled to
vote at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.

                  SECTION 5. NOTICE OF MEETINGS -- Written notice, stating the
place, date and time of the meeting, and the general nature of the business to
be considered, shall be given to each stockholder entitled to vote thereat, at
his or her address as it appears on the records of the Corporation, not less
than ten nor more than sixty days before the date of the meeting. No business
other than that stated in the notice shall be transacted at any meeting without
the unanimous consent of all the stockholders entitled to vote thereat.

                  SECTION 6. ACTION WITHOUT MEETING -- Unless otherwise provided
by the Certificate of Incorporation of the Corporation, any action required or
permitted to be taken at any annual or special meeting of stockholders may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

                  SECTION 1. NUMBER AND TERM -- The business and affairs of the
Corporation shall be managed under the direction of a Board of Directors which
shall consist of not

                                       2
   3
less than two persons. The exact number of directors shall initially be two and
may thereafter be fixed from time to time by the Board of Directors. Directors
shall be elected at the annual meeting of stockholders and each director shall
be elected to serve until his or her successor shall be elected and shall
qualify. A director need not be a stockholder.

                  SECTION 2. RESIGNATIONS -- Any director may resign at any
time. Such resignation shall be made in writing, and shall take effect at the
time specified therein, and if no time be specified, at the time of its receipt
by the President or the Secretary. The acceptance of a resignation shall not be
necessary to make it effective.

                  SECTION 3. VACANCIES -- If the office of any director becomes
vacant, the remaining directors in the office, though less than a quorum, by a
majority vote, may appoint any qualified person to fill such vacancy, who shall
hold office for the unexpired term and until his or her successor shall be duly
chosen. If the office of any director becomes vacant and there are no remaining
directors, the stockholders, by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation, at a special
meeting called for such purpose, may appoint any qualified person to fill such
vacancy.

                  SECTION 4. REMOVAL -- Except as hereinafter provided, any
director or directors may be removed either for or without cause at any time by
the affirmative vote of the holders of a majority of the voting power entitled
to vote for the election of directors, at an annual meeting or a special meeting
called for the purpose, and the vacancy thus created may be filled, at such
meeting, by the affirmative vote of holders of shares constituting a majority of
the voting power of the Corporation.

                  SECTION 5. COMMITTEES -- The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of one or more
directors of the Corporation.

                  Any such committee, to the extent provided in the resolution
of the Board of Directors, or in these By-Laws, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it.

                  SECTION 6. MEETINGS -- The newly elected directors may hold
their first meeting for the purpose of organization and the transaction of
business, if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent of
all the Directors.

                  Regular meetings of the Board of Directors may be held without
notice at such places and times as shall be determined from time to time by
resolution of the Board of Directors.

                  Special meetings of the Board of Directors may be called by
the President, or by the Secretary on the written request of any director, on at
least one day's notice to each director (except that notice to any director may
be waived in writing by such director) and shall be held at such place or places
as may be determined by the Board of Directors, or as shall be stated in the
call of the meeting.

                                       3
   4
                  Unless otherwise restricted by the Certificate of
Incorporation of the Corporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in any meeting of the Board of Directors or any committee thereof by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

                  SECTION 7. QUORUM -- A majority of the Directors shall
constitute a quorum for the transaction of business. If at any meeting of the
Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by announcement
at the meeting which shall be so adjourned. The vote of the majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors unless the Certificate of Incorporation of the
Corporation or these By-Laws shall require the vote of a greater number.

                  SECTION 8. COMPENSATION -- Directors shall not receive any
stated salary for their services as directors or as members of committees, but
by resolution of the Board of Directors a fixed fee and expenses of attendance
may be allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise, and receiving compensation therefor.

                  SECTION 9. ACTION WITHOUT MEETING -- Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if a written consent thereto is
signed by all members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board of Directors or such committee.

                                   ARTICLE IV

                                    OFFICERS

                  SECTION 1. OFFICERS -- The officers of the Corporation shall
be a President, one or more Vice Presidents, a Treasurer and a Secretary, all of
whom shall be elected by the Board of Directors and shall hold office until
their successors are duly elected and qualified. In addition, the Board of
Directors may elect such Assistant Secretaries and Assistant Treasurers as they
may deem proper. The Board of Directors may appoint such other officers and
agents as it may deem advisable, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors.

                  SECTION 2. PRESIDENT -- The President shall be the Chief
Operating Officer of the Corporation. He or she shall have the general powers
and duties of supervision and management usually vested in the office of
President of a corporation. The President shall have the power to execute bonds,
mortgages and other contracts on behalf of the Corporation, and to cause the
seal to be affixed to any instrument requiring it, and when so affixed the seal
shall be attested to by the signature of the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer.

                                       4
   5
                  SECTION 3. VICE PRESIDENTS -- Each Vice President shall have
such powers and shall perform such duties as shall be assigned to him or her by
the Board of Directors.

                  SECTION 4. TREASURER -- The Treasurer shall be the Chief
Financial Officer of the Corporation. He or she shall have the custody of the
Corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He or she
shall deposit all moneys and other valuables in the name and to the credit of
the Corporation in such depositaries as may be designated by the Board of
Directors. He or she shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, the President, taking proper vouchers for
such disbursements. He or she shall render to the President and Board of
Directors at the regular meetings of the Board of Directors, or whenever they
may request it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, he or she shall give the Corporation a bond for the faithful
discharge of his or her duties in such amount and with such surety as the Board
of Directors shall prescribe.

                  SECTION 5. SECRETARY -- The Secretary shall give, or cause to
be given, notice of all meetings of stockholders and of the Board of Directors
and all other notices required by law or by these By-Laws, and in case of his or
her absence or refusal or neglect so to do, any such notice may be given by any
person thereunto directed by the President, or by the Board of Directors, upon
whose request the meeting is called as provided in these By-Laws. He or she
shall record all the proceedings of the meetings of the Board of Directors, any
committees thereof and the stockholders of the Corporation in a book to be kept
for that purpose, and shall perform such other duties as may be assigned to him
or her by the Board of Directors, the Board or the President. He or she shall
have the custody of the seal of the Corporation and shall affix the same to all
instruments requiring it, when authorized by the Board of Directors, the
President, and attest to the same.

                  SECTION 6. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES --
Assistant Treasurers and Assistant Secretaries, if any, shall be elected and
shall have such powers and shall perform such duties as shall be assigned to
them, respectively, by the Board of Directors.

                                    ARTICLE V

                                  MISCELLANEOUS

                  SECTION 1. CERTIFICATES OF STOCK -- A certificate of stock
shall be issued to each stockholder certifying the number of shares owned by
such stockholder in the Corporation. Certificates of stock of the Corporation
shall be of such form and device as the Board of Directors may from time to time
determine.

                  SECTION 2. LOST CERTIFICATES -- A new certificate of stock may
be issued in the place of any certificate theretofore issued by the Corporation,
alleged to have been lost or destroyed, and the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or such
owner's legal representatives, to give the Corporation a bond, in such sum as
they may direct, not exceeding double the value of the stock, to indemnify the

                                       5
   6
Corporation against any claim that may be made against it on account of the
alleged loss of any such certificate, or the issuance of any such new
certificate.

                  SECTION 3. TRANSFER OF SHARES -- The shares of stock of the
Corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old certificates shall be surrendered to the Corporation by
the delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the Board of Directors may designate, by
whom they shall be cancelled, and new certificates shall thereupon be issued. A
record shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer.

                  SECTION 4. STOCKHOLDERS RECORD DATE -- In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (1) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days before the date
of such meeting; (2) in the case of determination of stockholders entitled to
express consent to corporate action in writing without a meeting, shall not be
more than ten days from the date upon which the resolution fixing the record
date is adopted by the Board of Directors; and (3) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (1) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
when no prior action of the Board of Directors is required by law, shall be the
first day on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation in accordance with
applicable law, or, if prior action by the Board of Directors is required by
law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                  SECTION 5. DIVIDENDS -- Subject to the provisions of the
Certificate of Incorporation of the Corporation, the Board of Directors may, out
of funds legally available therefor at any regular or special meeting, declare
dividends upon stock of the Corporation as and when they deem appropriate.
Before declaring any dividend there may be set apart out of any funds of the
Corporation available for dividends, such sum or sums as the Board of Directors
from time to time in their discretion deem proper for working capital or as a
reserve fund to meet

                                       6
   7
contingencies or for equalizing dividends or for such other purposes as the
Board of Directors shall deem conducive to the interests of the Corporation.

                  SECTION 6. SEAL -- The corporate seal of the Corporation shall
be in such form as shall be determined by resolution of the Board of Directors.
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise imprinted upon the subject document or paper.

                  SECTION 7. FISCAL YEAR -- The fiscal year of the Corporation
shall be determined by resolution of the Board of Directors.

                  SECTION 8. CHECKS -- All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, or agent or
agents, of the Corporation, and in such manner as shall be determined from time
to time by resolution of the Board of Directors.

                  SECTION 9. NOTICE AND WAIVER OF NOTICE -- Whenever any notice
is required to be given under these By-Laws, personal notice is not required
unless expressly so stated, and any notice so required shall be deemed to be
sufficient if given by depositing the same in the United States mail, postage
prepaid, addressed to the person entitled thereto at his or her address as it
appears on the records of the Corporation, and such notice shall be deemed to
have been given on the day of such mailing. Stockholders not entitled to vote
shall not be entitled to receive notice of any meetings except as otherwise
provided by law. Whenever any notice is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the Corporation or of these By-Laws, a waiver thereof, in
writing and signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent to such
required notice.

                                   ARTICLE VI

                                   AMENDMENTS

                  These By-Laws may be altered, amended or repealed at any
annual meeting of the stockholders (or at any special meeting thereof if notice
of such proposed alteration, amendment or repeal to be considered is contained
in the notice of such special meeting) by the affirmative vote of the holders of
shares constituting a majority of the voting power of the Corporation. Except as
otherwise provided in the Certificate of Incorporation of the Corporation, the
Board of Directors may by majority vote of those present at any meeting at which
a quorum is present alter, amend or repeal these By-Laws, or enact such other
By-Laws as in their judgment may be advisable for the regulation and conduct of
the affairs of the Corporation.

                                       7

EX-3.9

   1
                                                                     Exhibit 3.9

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                              HOME SHOPPING CLUB LP

      This Certificate of Limited Partnership of Home Shopping Club LP (the
"Partnership"), dated as of February 3, 1998, is being duly executed and filed
by HSN General Partner LLC, as general partner, to form a limited partnership
under the Delaware Revised Uniform Partnership Act, 6 Del. C. Sections
17-101 et seq.

      1. Name. The name of the limited partnership formed hereby is Home
Shopping Club LP.

      2. Registered Office. The address of the registered office of the
Partnership in the State of Delaware is Corporation Trust Center, 1209 Orange
Street, City of Wilmington, County of New Castle, Delaware 19801.

      3. Registered Agent. The name and address of the registered agent for
service of process on the Partnership in the State of Delaware is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19801.

      4. General Partner. The name and the business of the sole general partner
of Partnership is HSN General Partner LLC, 1 HSN Drive, St. Petersburg, Florida
33729.

                            (Signature Page Follows)
   2

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership as of the date first above-written.

                                    HSN GENERAL PARTNER LLC
                                    By: USANi LLC, as Manager

                                    By: /s/ James G. Gallagher
                                        _________________________
                                    James G. Gallagher, Manager

EX-3.10

   1

                                                                    Exhibit 3.10


                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                              HOME SHOPPING CLUB LP

            THIS LIMITED PARTNERSHIP AGREEMENT ( "Agreement") is made effective
as of the 3rd day of February, 1998, by and between HSN GENERAL PARTNER LLC, a
Delaware limited liability company ("G.P."), as the sole general partner, and
USANi LLC, a Delaware limited liability company ("L.P."), as the sole limited
partner, and such other limited partners as may be added pursuant to the terms
hereof. References herein to "Partners" shall refer to all partners, both
general and limited, and references herein to "Partner" shall refer to an
individual partner, either general or limited.

            1. Formation Of The Partnership. The parties hereto have formed a
limited partnership Under the Delaware Uniform Limited Partnership Act, 6 Del
 .C. Section 17-101, et seq., and any successor thereto, as amended from time to
time ("Act").

            2. Name Of The Partnership. The name of the partnership is "Home
Shopping Club LP" (the "Partnership") The business and affairs of the
Partnership may be conducted under the name of the Partnership or, to the extent
not inconsistent with the Act, under any other name or names deemed advisable by
G.P.

            3. Purpose. The Partnership is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Partnership
is, engaging in any lawful act or activity for which limited partnerships may be
formed under the Act and engaging in any and all lawful activities necessary or
incidental to the foregoing.

            4. Registered Office and Agent. The registered office of the
Partnership in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801 and the
registered agent of the Partnership at such address is The Corporation Trust
Company.

            5. Address of Partners. The name and address of the Partners shall
be as set forth in the books and records of the Partnership.

            6. Certificate Of Limited Partnership. G.P. shall cause an executed
copy of the certificate of limited partnership of the Partnership
("Certificate") to be filed for record in the office of the Secretary of State
of the State of Delaware, and the Certificate shall constitute the certificate
of limited partnership for the Partnership in accordance with the terms of the
Act.

            7. Capital Contributions By Partners. G.P. and L.P., in
consideration of the issuance of one (1) general partnership units ("General
Partner Units") and ninety-nine (99) limited partnership units ("Limited Partner
Units" and, together with General Partner Units, "Units"), respectively, shall
hereafter cause the merger of Home 

   2

Shopping Club LLC with and into the Partnership, with the Partnership to be the
surviving limited partnership. Except for the foregoing consideration, no
Partner shall be obligated to make additional contributions to the capital of
the Partnership and all Units issued to a Partner shall be nonassessable.

            8. Units. Units shall for all purposes be personal property. No
holder of Units or Partner shall have any interest in specific Partnership
assets or property, including any assets or property contributed to the
Partnership by such Partner as part of any capital contribution. Units are
securities governed by Article 8 of the Uniform Commercial Code as in effect in
the State of New York.

            9. Capital Accounts. A separate capital account shall be maintained
for each Partner and such capital accounts shall be maintained in accordance
with the provisions of Section 704 of the Internal Revenue Code of 1986, as
amended (the "Code"), and the Treasury Regulations promulgated thereunder.

            10. Allocation Of Annual Taxable Income Or Tax Losses. Taxable
income or tax losses of the Partnership from operations during each taxable year
shall be allocated to Partners in proportion to the number of Units held by such
Partners during such taxable year. It is the intent of the Partners that each
Partner's distributive share of income, gain, loss, deduction, or credit (or
item thereof) shall be determined and allocated in accordance with this
Paragraph 10 to the fullest extent permitted by Sections 704(b) and (c)
of the Code and the Treasury Regulations promulgated thereunder.

            11. Distributions. Except as otherwise provided in this Agreement,
cash flow, if any, shall be distributed in any fiscal year of the Partnership
only to the extent that G.P., or the general partners if there be more than one
general partner, in its or their sole discretion, may determine. Any
distributions so determined shall be made to the Partners in proportion to the
Units held by each Partner.

            12. Management Powers Of G.P.. The Partnership shall be managed by
G.P. G.P. shall have the full, exclusive, and absolute right, power, and
authority to manage and control the Partnership and the property, assets, and
business thereof G.P. shall have all of the rights, powers, and authority
conferred upon it by law or under other provisions of this Agreement. Subject to
the restrictions specifically contained in this Agreement, if any, the powers of
the G.P. shall include, without limitation, the power to enter into and execute
on behalf of the Partnership an agreement of merger to cause the merger of Home
Shopping Club LLC with and into the Partnership and to execute any certificate
of merger and agreements, instruments or documents to effect such agreement of
merger.

            13. Limited Partners Have No Management Powers. No limited partner
shall have any voice or participation in the management of the Partnership
business and no power to bind the Partnership or to act on behalf of the
Partnership in any manner whatsoever, except by specifically authorized voting
rights contained in this Agreement or required by the Act.


                                        2
   3

            14. Assignability of General Partner Units. Any general partner may
transfer the whole or any part of its General Partner Units in the Partnership
to any individual or entity, and any general partner may withdraw from the
Partnership, without, in either case, the prior written consent of any limited
partner. If a general partner is the only general partner of the Partnership and
such general partner is assigning its entire interest as a general partner in
the Partnership, such general partner shall designate the assignee of such
interest to become a successor general partner ("Successor General Partner"),
such assignee shall be admitted as a Successor General Partner immediately prior
to the assignment, and the Successor General Partner shall continue the business
of the Partnership without dissolution. If a general partner is the only general
partner of the Partnership and such general partner is withdrawing from the
Partnership, the limited partner or limited partners holding a majority of the
Limited Partner Units shall select a Successor General Partner, who shall be
admitted as a Successor General Partner immediately prior to the withdrawal of
the last general partner, and the Successor General Partner shall continue the
business of the Partnership without dissolution.

            15. Assignability of Limited Partner Units. No limited partner may
transfer its Limited Partner Units without the consent of G.P. and any
transferee of Limited Partner Units shall be bound by the terms and conditions
of this Agreement. G.P. hereby consents to the transfer of Limited Partner Units
to USANi Sub LLC, a Delaware limited liability company. Nothing herein shall
restrict the ability of any Partner, general or limited, to pledge its Units to
secure indebtedness (including guarantee indebtedness) in respect of that
certain credit agreement among USA Networks, Inc., USANi LLC, the lenders party
thereto, the Chase Manhattan Bank, as administrative agent, Bank of America
National Trust & Savings Association and The Bank of New York, as
co-documentation agents, or any renewal, extension, replacement or refinancing
thereof.

            16. Amendments. This Agreement may be amended only with the consent
of the limited partner or limited partners holding a majority of the Limited
Partner Units and the general partner or general partners holding a majority of
the General Partner Units.

            17. Liability of Limited Partners. Except as otherwise provided
herein and by applicable state law, no limited partner shall be liable for the
debts, liabilities, contracts, or any other obligations of the Partnership.

            18. Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.

            19. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall, for all purposes, be deemed an original and
all of such counterparts, taken together, shall constitute one and the same
Agreement.

            20. Tax Elections. G.P. shall have the power to cause the
Partnership to make all elections required or permitted to be made for income
tax purposes.


                                        3
   4

                            {Signature Page Follows}


                                        4
   5

            IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound hereby, have executed this Agreement as of the date and year first
above-written.

                                    General Partner:

                                    HSN GENERAL PARTNER LLC
                                    BY: USANi LLC, AS MANAGER

                                    By: /s/ James G. Gallagher
                                        ________________________________
                                        Name: James G. Gallagher
                                        Title: Manager

                                    Limited Partner:

                                    USANi LLC

                                    By: /s/ James G. Gallagher
                                        ________________________________
                                        Name: James G. Gallagher
                                        Title: Manager


                                        5

EX-3.11

   1

                                                                    Exhibit 3.11


                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                             NATIONAL CALL CENTER LP

         This Certificate of Limited Partnership of National Call Center LP (the
"Partnership"), dated as of February 3,1998, is being duly executed and filed by
HSN General Partner LLC, as general partner, to form a limited partnership under
the Delaware Revised Uniform Limited Partnership Act, 6 Del. C Sections 17-10 1
et seq.

         1. Name. The name of the limited partnership formed hereby is National
Call Center L.P.

         2. Registered Office. The address of the registered office of the
Partnership in the State of Delaware is Corporation Trust Center, 1209 Orange
Street, City of Wilmington, County of New Castle, Delaware 19801.

         3. Registered Agent. The name and address of the registered agent for
service of process on the Partnership in the State of Delaware is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19801.

         4. General Partner. The name and the business address of the sole
general partner of Partnership is HSN General Partner LLC, 1 HSN Drive, 
St. Petersburg, Florida 33729.
   2
         In WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership as of the date first above-written.


                                                HSN GENERAL PARTNER LLC
                                                By:  USANi LLC, as Manager


                                                By: /s/ James G. Gallagher
                                                    ___________________________
                                                    James G. Gallagher, Manager

EX-3.12

   1

                                                                    Exhibit 3.12


                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                             NATIONAL CALL CENTER LP

            THIS LIMITED PARTNERSHIP AGREEMENT ( "Agreement") is made effective
as of the 3rd day of February, 1998, by and between HSN GENERAL PARTNER LLC, a
Delaware limited liability company ("G.P."), as the sole general partner, and
USANi LLC, a Delaware limited liability company ("L.P."), as the sole limited
partner, and such other limited partners as may be added pursuant to the terms
hereof. References herein to "Partners" shall refer to all partners, both
general and limited, and references herein to "Partner" shall refer to an
individual partner, either general or limited.

            1. Formation Of The Partnership. The parties hereto have formed a
limited partnership under the Delaware Uniform Limited Partnership Act, 6 Del.
C. Section 17-101, et seq., and any successor thereto, as amended from time to
time ("Act").

            2. Name Of The Partnership. The name of the partnership is "National
Call Center LP" (the "Partnership") The business and affairs of the Partnership
may be conducted under the name of the Partnership or, to the extent not
inconsistent with the Act, under any other name or names deemed advisable by
G.P.

            3. Purpose. The Partnership is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Partnership
is, engaging in any lawful act or activity for which limited partnerships may be
formed under the Act and engaging in any and all lawful activities necessary or
incidental to the foregoing.

            4. Registered Office and Agent. The registered office of the
Partnership in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801 and the
registered agent of the Partnership at such address is The Corporation Trust
Company.

            5. Address of Partners. The name and address of the Partners shall
be as set forth in the books and records of the Partnership.

            6. Certificate Of Limited Partnership. G.P. shall cause an executed
copy of the certificate of limited partnership of the Partnership
("Certificate") to be filed for record in the office of the Secretary of State
of the State of Delaware, and the Certificate shall constitute the certificate
of limited partnership for the Partnership in accordance with the terms of the
Act.

            7. Capital Contributions By Partners. G.P. and L.P., in
consideration of the issuance of one (1) general partnership units ("General
Partner Units") and ninety-nine (99) limited partnership units ("Limited Partner
Units" and, together with General Partner Units,
   2
"Units"), respectively, shall hereafter cause the merger of National Call Center
LLC with and into the Partnership, with the Partnership to be the surviving
limited partnership. Except for the foregoing consideration, no Partner shall be
obligated to make additional contributions to the capital of the Partnership and
all Units issued to a Partner shall be nonassessable.

           8. Units. Units shall for all purposes be personal property. No
holder of Units or Partner shall have any interest in specific Partnership
assets or property, including any assets or property contributed to the
Partnership by such Partner as part of any capital contribution. Units are
securities governed by Article 8 of the Uniform Commercial Code as in effect in
the State of New York.

           9. Capital Accounts. A separate capital account shall be maintained
for each Partner and such capital accounts shall be maintained in accordance
with the provisions of Section 704 of the Internal Revenue Code of 1986, as
amended (the "Code"), and the Treasury Regulations promulgated thereunder.

           10. Allocation Of Annual Taxable Income Or Tax Losses. Taxable income
or tax losses of the Partnership from operations during each taxable year shall
be allocated to Partners in proportion to the number of Units held by such
Partners during such taxable year. It is the intent of the Partners that each
Partner's distributive share of income, gain, loss, deduction, or credit (or
item thereof) shall be determined and allocated in accordance with this
Paragraph 10 to the fullest extent permitted by Sections 704(b) and (c) of
the Code and the Treasury Regulations promulgated thereunder.

           11. Distributions. Except as otherwise provided in this Agreement,
cash flow, if any, shall be distributed in any fiscal year of the Partnership
only to the extent that G.P., or the general partners if there be more than one
general partner, in its or their sole discretion, may determine. Any
distributions so determined shall be made to the Partners in proportion to the
Units held by each Partner.

           12. Management Powers Of G.P. The Partnership shall be managed by
G.P. G.P. shall have the full, exclusive, and absolute right, power, and
authority to manage and control the Partnership and the property, assets, and
business thereof. G.P. shall have all of the rights, powers, and authority
conferred upon it by law or under other provisions of this Agreement. Subject to
the restrictions specifically contained in this Agreement, if any, the powers of
the G.P. shall include, without limitation, the power to enter into and execute
on behalf of the Partnership an agreement of merger to cause the merger of
National Call Center LLC with and into the Partnership and to execute any
certificate of merger and agreements, instruments or documents to effect such
agreement of merger.

           13. Limited Partners Have No Management Powers. No limited partner
shall have any voice or participation in the management of the Partnership
business and no power to bind the Partnership or to act on behalf of the
Partnership in any manner whatsoever, except by specifically authorized voting
rights contained in this Agreement or required by the Act.
   3
            14. Assignability of General Partner Units. Any general partner may
transfer the whole or any part of its General Partner Units in the Partnership
to any individual or entity, and any general partner may withdraw from the
Partnership, without, in either case, the prior written consent of any limited
partner. If a general partner is the only general partner of the Partnership and
such general partner is assigning its entire interest as a general partner in
the Partnership, such general partner shall designate the assignee of such
interest to become a successor general partner ("Successor General Partner"),
such assignee shall be admitted as a Successor General Partner immediately prior
to the assignment, and the Successor General Partner shall continue the business
of the Partnership without dissolution. If a general partner is the only general
partner of the Partnership and such general partner is withdrawing from the
Partnership, the limited partner or limited partners holding a majority of the
Limited Partner Units shall select a Successor General Partner, who shall be
admitted as a Successor General Partner immediately prior to the withdrawal of
the last general partner, and the Successor General Partner shall continue the
business of the Partnership without dissolution.

           15. Assignability of Limited Partner Units. No limited partner may
transfer its Limited Partner Units without the consent of G.P. and any
transferee of Limited Partner Units shall be bound by the terms and conditions
of this Agreement. G.P. hereby consents to the transfer of Limited Partner Units
to USANi Sub LLC, a Delaware limited liability company. Nothing herein shall
restrict the ability of any Partner, general or limited, to pledge its Units to
secure indebtedness (including guarantee indebtedness) in respect of that
certain credit agreement among USA Networks, Inc., USANi LLC, the lenders party
thereto, the Chase Manhattan Bank, as administrative agent, Bank of America
National Trust & Savings Association and The Bank of New York, as
co-documentation agents, or any renewal, extension, replacement or refinancing
thereof.

           16. Amendments. This Agreement may be amended only with the consent
of the limited partner or limited partners holding a majority of the Limited
Partner Units and the general partner or general partners holding a majority of
the General Partner Units.

           17. Liability of Limited Partners. Except as otherwise provided
herein and by applicable state law, no limited partner shall be liable for the
debts, liabilities, contracts, or any other obligations of the Partnership.

           18. Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.

           19. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall, for all purposes, be deemed an original and
all of such counterparts, taken together, shall constitute one and the same
Agreement.

           20. Tax Elections.  G.P. shall have the power to cause the
Partnership to make all elections required or permitted to be made for income
tax purposes.
   4
                            {Signature Page Follows}
   5
      IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Agreement as of the date and year first
above-written.


                                    General Partner:

                                    HSN GENERAL PARTNER LLC
                                    BY:  USANi LLC, AS MANAGER


                                    By: /s/ James G. Gallagher
                                       ________________________________
                                          Name:  James G. Gallagher
                                          Title: Manager


                                    Limited Partner:

                                    USANi LLC


                                    By: /s/ James G. Gallagher
                                       ________________________________
                                          Name:  James G. Gallagher
                                          Title: Manager

EX-3.13

   1

                                                                    Exhibit 3.13


                            CERTIFICATE OF FORMATION
                                       OF
                          INTERNET SHOPPING NETWORK LLC

         This Certificate of Formation of Internet Shopping Network LLC ("LLC"),
dated as of January 29, 1998, is being duly executed and filed by David C.
McBride, Esquire, as an authorized person, to form a limited liability company
under the Delaware Limited Liability Company Act, 6 Del. C. Sections
18-101 et seq.

         1. Name. The name of the limited liability company formed hereby is
Internet Shopping Network.

         2. Registered Office. The address of the registered office of the
limited liability company in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801.

         3. Registered Agent. The name and address of the registered agent for
service of process on LLC in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, 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

EX-3.14

   1

                                                                    Exhibit 3.14


                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                          INTERNET SHOPPING NETWORK LLC

         THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 29th day of January, 1998, by and between HOME SHOPPING
NETWORK, INC., a Delaware corporation d/b/a The Home Shopping Network, as the
sole member ("Member"), and INTERNET SHOPPING NETWORK LLC, a Delaware limited
liability company, and shall be binding upon such other individuals and members
as may be added pursuant to the terms of this Agreement.

         1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of David C. McBride, Esquire, as its duly
authorized agent in connection with the filing of a certificate of formation
(the "Certificate") with the Secretary of the State of the State of Delaware for
the purpose of forming Internet Shopping Network LLC (the "Company"), a limited
liability company formed under the Delaware Limited Liability Company Act, 6
Del. C. Section 18-101, et seq. ("Act").

         2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "Internet Shopping Network LLC."

         3. Purpose. This Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

         4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

         5. Units. A member's interests in the Company ("Units") shall for all
purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

         6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the merger of Internet Shopping Network, Inc. with and into the
Company with the Company to be the surviving limited liability company. Except
for the foregoing consideration, Member shall not be obligated to make capital
contributions to the

   2
Company and all Units issued to Member shall be nonassessable.

         7. Capital Accounts. A separate capital account shall be maintained for
each member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

         8. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated among the members in proportion to the number of Units held
by each member. It is the intent of the members that each member's distributive
share of income, gain, loss, deduction, or credit (or item thereof) shall be
determined and allocated in accordance with this Paragraph 8 to the fullest
extent permitted by Section 704(b) and (c) of the Code and the Treasury
Regulations promulgated thereunder.

         9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Manager. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

         10. Appointment and Removal of Manager. At any time, and from time to
time, the member or members holding a majority of the Units in the Company may
elect one or more individuals or entities to manage the Company (the "Manager").
The Manager shall be responsible for any and all such duties as the member(s)
may choose to confer upon the Manager in this Agreement. By execution of this
Agreement, Member hereby appoints USANi LLC, a Delaware limited liability
company, as initial Manager of the Company. A Manager (whether an initial or a
successor Manager) shall cease to be a Manager upon the earlier of (i) such
Manager's resignation or (ii) such Manager's removal pursuant to the affirmative
vote of the member or members holding a majority of the Units. Any vacancy in
the Manager position, whether occurring as a result of a Manager resigning or
being removed may be filled by appointment of a successor by the member or
members holding a majority of the Units in accordance with this Paragraph 10. A
Manager need not be a member or resident of the State of Delaware.

         11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, the following decisions:

                  (a) Execution of an agreement of merger to cause the merger of


                                       2
   3

Internet Shopping Network, Inc. with and into the Company, with the Company as
the surviving limited liability company (the "Corporate Merger");

                  (b) Execution and required filing of any agreements,
instruments or documents, including, without limitation, a certificate of
merger, necessary to effect the Corporate Merger; and

                  (c) Performance of any and all other acts Manager may deem
necessary or appropriate to Company"s business.

         12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by the President, as the
case may be. Any number of titles may be held by the same person. Each officer
shall hold office until his or her successor shall be duly designated and shall
qualify or until his or her death, until he or she shall resign, or until he or
she shall have been removed, either with or without cause, by Manager whenever,
in Manager's judgment, the best interests of the Company will be served thereby.
The salaries or other compensation, if any, of the officers and agents of the
Company shall be fixed by Manager. Any delegation pursuant to this Paragraph 12
may be revoked at any time by Manager. As of the date hereof, Kirk Loevner shall
be President, James G. Gallagher shall be Vice President, Jed B. Trosper shall
be Treasurer and Secretary, H. Steven Holtzman shall be Assistant Secretary,
Richard Lyon shall be Assistant Treasurer, and Lynn E. Krall shall be Assistant
Treasurer.

         13. Limitations On Authority. The authority of Manager over the conduct
of the affairs of the Company shall be subject only to such limitations as are
expressly stated in this Agreement or in the Act.

         14. Dissolution. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

         15. Transferability of Interests. A member may not assign in whole or
in part its Units without the consent of all of the other members and provided
that the transferee of such Units shall be bound by the terms of this Agreement.
Notwithstanding the first sentence of this Paragraph 15, any member may transfer
its Units to USANi LLC,


                                       3
   4

USANi Sub LLC or HSN General Partner LLC, each a Delaware limited liability
company (collectively, "Permitted Transferee"), without the consent of the other
members. Upon any such transfer to a Permitted Transferee, the Permitted
Transferee shall be admitted as a member and shall be bound by the terms of this
Agreement. Nothing herein shall restrict the ability of any member to pledge its
Units to secure indebtedness (including guarantee indebtedness) in respect of
that certain credit agreement among USA Networks, Inc., USANi LLC, the lenders
party thereto, the Chase Manhattan Bank, as administrative agent, Bank of
America National Trust & Savings Association and The Bank of New York, as
co-documentation agents, or any renewal, extension, replacement or refinancing
thereof.

         16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all of the members.

         17. Consents. Any action that may be taken by the members at a meeting
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by or on behalf of the member or members holding sufficient
Units to authorize or approve such action at such meeting.

         18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.

         19. Governing Law. This Agreement and shall be construed and enforced
in accordance with, and governed by, the laws of the State of Delaware.

         20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

         21. Tax Elections. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.

                            {Signature Page Follows}


                                       4
   5

         IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above-written.

                                            INTERNET SHOPPING NETWORK LLC
                                            BY: USANi LLC, AS MANAGER

                                            By: /s/ James G. Gallagher
                                               ________________________________
                                                Name: James G. Gallagher
                                                Title: Manager

                                            Member:

                                            HOME SHOPPING NETWORK, INC.

                                            By: /s/ James G. Gallagher
                                               ________________________________
                                                Name: James G. Gallagher
                                                Title: Executive Vice President,
                                                       General Counsel and
                                                       Secretary

EX-3.15

   1
                                                                    Exhibit 3.15
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           HOME SHOPPING NETWORK, INC.

                        (Pursuant to Sections 242 & 245)

            Home Shopping Network, Inc., a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as
follows:

            1. The name under which the corporation was originally incorporated
is HOME SHOPPING NETWORK, INC. The date of filing its original Certificate of
Incorporation with the Secretary of State was February 26, 1986.

            FIRST:      The name of the corporation is
                              Home Shopping Network, Inc.

            SECOND: The address of its registered office in the State of
Delaware is 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 nature of the business or purposes to be conducted or
promoted is:

            To engage in any lawful act or activity for which corporations may
be organized under the Delaware General Corporation Law.
   2
            To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods, wares and merchandise and personal property of every
class and description.

            To acquire, and pay for in cash, stock or bonds of this corporation
or otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

            To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United States
or any foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

            To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect of the shares of capital stock,
scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and


                                       2
   3
as owner thereof to possess and exercise all the rights, powers and privileges
of ownership, including the right to execute consents and vote thereon, and to
do any and all acts and things necessary or advisable for the preservation,
protection, improvement and enhancement in value thereof.

            To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporation
purposes.

            To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest therein,
wherever situated, and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's property and
assets, or any interest therein, wherever situated.

            In general, to possess and exercise all the powers and privileges
granted by the Delaware General Corporation Law or by any other law of Delaware
or by this certificate of incorporation together with any powers incidental
thereto, so far as such


                                       3
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powers and privileges are necessary or convenient to the conduct, promotion or
attainment of the business or purposes of the corporation.

            The business and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the business and purposes specified in each of
the foregoing clauses of this Article shall be regarded as independent business
and purposes.

            FOURTH: The corporation shall have authority to issue thirty million
(30,000,000) shares of $.01 par value Common Stock, seven million forty five
thousand nine hundred forty (7,045,940) shares of $.01 par value Class B Common
stock, and five hundred thousand (500,000) shares of $.01 par value Preferred
Stock.

            A statement of the designations of each class and the powers,
preferences and rights, and qualifications, limitations or restrictions thereof
is as follows:

            A. Common Stock

            (1.) The holders of the Common Stock shall be entitled to receive,
share for share with the holders of shares of Class B Common Stock, such
dividends if, as and when declared from time to time by the Board of Directors.

            (2.) In the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up of the corporation, the
holders of the Common Stock shall be entitled to receive, share for share with
the holders of shares of


                                       4
   5
Class B Common Stock, all the assets of the corporation of whatever kind
available for distribution to Stockholders, after the rights of the holders of
the Preferred Stock have been satisfied.

            (3.) The holders of Common Stock shall vote as a separate class upon
any merger, reorganization, recapitalization, liquidation, distribution or
winding-up, sale, transfer, or hypothecation of substantially all or a
substantial portion of the assets of the Corporation, or similar corporate
matter, and any amendment to this Certificate of Incorporation, all of which
must be submitted to a vote of or to the consent of the stockholders of the
corporation; and the requisite approval of the holders of the Common Stock,
voting as a class, shall be necessary for the adoption of any such matter.

            (4.) Each holder of Common Stock shall be entitled to vote one vote
for each share of Common Stock held on any matter which is submitted to a vote
or to the consent of the Stockholders of the Corporation, other than matters
described in Subsection A(3) above, including the election of directors. As to
all such matters submitted to the Stockholders pursuant to this Subsection (4),
the holders of Common Stock shall vote together with the holders of the Class B
Common Stock.

            B.    Class B Common Stock

            (1.) The holders of the Class B Common Stock shall be entitled to
receive, share for share with the holders of shares of Common Stock, such
dividends if, as and when declared from time to time by the board of directors.


                                       5
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            (2.) In the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up of the corporation, the
holders of the Class B Common Stock shall be entitled to receive, share for
share with the holders of shares of Common Stock, all the remaining assets of
the corporation of whatever kind available for distribution to Stockholders,
after the rights of the holders of Preferred Stock have been satisfied.

            (3.) So long as at least three million eight hundred thousand
(3,800,000) shares of Class B Common Stock are outstanding, the holders of said
shares of Class B Common Stock shall vote as a separate class upon any merger,
reorganizations, recapitalization, liquidation, dissolution or winding-up, sale,
transfer, or hypothecation of substantially all or a substantial portion of the
assets of the Corporation, all of which must be submitted to a vote or or to the
consent of the Stockholders of the Corporation; and the requisite approval of
the holders of the Class B Common Stock, voting as a class, shall be necessary
for the adoption of any such matter. In the event that less than three million
eight hundred thousand shares of Class B Common Stock are outstanding, the
shares of Class B Common Stock shall vote with the holders of shares of Common
Stock as to the matters described in this Subsection (3), but such shares of
Class B Common Stock shall be entitled to vote ten votes per share on such
matters.

            (4.) Each holder of Class B Common Stock shall be entitled to vote
ten votes for each share of Class B Common Stock held on any matter which is
submitted to a vote or to the consent of the Stockholders of the Corporation,
other than the matters described in Subsection B(3) above, including the
election of directors. As to all such


                                       6
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matters submitted to the Stockholders pursuant to this Subsection (4) the
holders of the Class B Common Stock shall vote together with the holders of
Common Stock.

            C.    Other Matters Affecting Shareholders of Common Stock and
                  Class B Common Stock

            (1.) In no event shall any stock dividends or stock splits or
combinations of stock be declared or made on Common Stock or Class B Common
Stock unless the shares of Common Stock and Class B Common Stock at the time
outstanding are treated equally and identically.

            (2.) Shares of Class B Common Stock shall be convertible into shares
of the Common Stock of the Corporation at the option of the holder thereof at
any time on a share for share basis. Such conversion ratio shall in all events
be equitably preserved in the event of any recapitalization of the Corporation
by means of a stock dividend on, or a stock split or combination of, outstanding
Common Stock or Class B Common Stock, or in the event of any merger,
consolidation or other reorganization of the corporation with another
corporation.

            (3.) Upon the conversion of Class B Common Stock into shares of
Common Stock, said shares of Class B Common Stock shall be retired and shall not
be subject to reissue.

            (4.) Notwithstanding anything to the contrary in this Certificate of
Incorporation, the holders of Common Shares, acting as a single class, shall be
entitled to elect twenty-five percent (25%) of the total number of directors,
and in the event that


                                       7
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twenty-five percent (25%) of the total number of directors shall result in a
fraction of a director, then the holders of the Common Stock, acting as a single
class, shall be entitled to elect the next higher whole number of directors.

            D. Preferred Stock

            The board of directors shall, by resolution, designate the powers,
preferences, rights and qualifications, limitations and restrictions of the
Preferred Stock.


            FIFTH: The name and mailing address of each incorporator is as
follows:



            Name                          Mailing Address
            ----                          ---------------
                                       
            Roy M. Speer                  1529 U.S. Highway 19 South
                                          Clearwater, Florida  33546

            Lowell W. Paxton              1529 U.S. Highway 19 South
                                          Clearwater, Florida  33546


            SIXTH: The name and mailing address of each person, who is to serve
as a director until the next annual meeting of the stockholders or until their
successor is elected, are as follows:



            Name                          Mailing Address
            ----                          ---------------
                                       
            Roy M. Speer                  1529 U.S. Highway 19 South
                                          Clearwater, Florida  33546

            Lowell W. Paxton              1529 U.S. Highway 19 South
                                          Clearwater, Florida  33546

            Nando DiFilippo, Jr.          300 East Lombard Street
                                          Baltimore, Maryland  21203




                                       8
   9
                                       
            Franklin J. Chu               One Liberty Plaza, 45th Floor
                                          New York, New York  10080




            SEVENTH: The corporation is to have perpetual existence.

            EIGHTH: In furtherance and not in limitation of the powers conferred
by the Delaware General Corporation Law, the board of directors is expressly
authorized:

            To make, alter or repeal the by-laws of the corporation.

            To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.

            To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created.

            By a majority of the whole board, to designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. The by-laws may provide that in the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not the
member or members constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of any such


                                       9
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absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation shall
have and may exercise all the powers and authority of the board of directors in
the management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to amending
the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders a dissolution of the corporation
or a revocation of a dissolution, amending the by-laws of the corporation,
declaring a dividend or authorizing the issuance of stock.

            NINTH: (A) The corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in and not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo


                                       10
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contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

            (B) The corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court of
equity or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication or liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the court of equity or such other court shall
deem proper.

            (C) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit


                                       11
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or proceeding referred to in subsections (A) and (B) of this Article Ninth or in
the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.

            (D) Any indemnification under subsections (A) and (B) of this
Article Ninth (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in subsections (A) and
(B). Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of the disinterested directors so directs, by independent
legal counsel in a written opinion or (3) by the stockholders.

            (E) Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the board of directors in
the specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.

            (F) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any statute, agreement, vote of stockholders or disinterested
directors or otherwise,


                                       12
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both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

            (G) The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article.

            TENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court or equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or


                                       13
   14
arrangement and to any reorganization of this corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

            ELEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the Delaware General Corporation
Law) outside the State of Delaware at such place or places as may be designated
from time to time by the board of directors or in the by-laws of the
corporation. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.

            TWELFTH: The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by the Delaware General Corporation Law, and
all rights conferred upon stockholders herein are granted subject to this
reservation except that under no circumstances may such amendment be adopted
except as prescribed by Article Fourth, above, and provided further that the
rights of the Class B Common Stock may not be amended, altered, changed, or
repealed without the approval of the holders of the requisite number of said
shares of Class B Common Stock.


                                       14
   15
            THIRTEENTH: The number of directors of the corporation shall be such
number, not less than four (4) nor more than fifteen (15), as shall be provided
from time to time in the by-laws, provided that no amendment to the by-laws
decreasing the number of directors shall have the effect of shortening the term
of any incumbent director, and provided further that no action shall be taken by
the directors (whether through amendment of the by-laws or otherwise) to
increase or decrease the number of directors as provided in the by-laws from
time to time unless at least a majority of the directors then in office shall
concur in said action.

            A director may be removed, at any time, either with or without
cause, by the affirmative vote of holders of a majority of each of the classes
of shares then entitled to vote at an election of directors, except that
directors elected by the holders of the Common Stock of the Corporation
exclusively, pursuant to Subsection C(4) of Article Fourth, may only be removed
by the holders of Common Stock of the Corporation.


                                       15
   16
            WE, THE UNDERSIGNED, being each of the directors herein before
named, for the purpose of recording this Amended and Restated Certificate of
Incorporation pursuant to the General Corporation Law of the State of Delaware,
do make this certificate, hereby declaring and certifying that this is our act
and deed and the facts herein stated are true, and accordingly have hereunto set
our hands this 24th of March, 1986.

                                    /s/ Roy M. Speer
                                    _______________________________
                                        Roy M. Speer

                                    /s/ Lowell W. Paxson
                                    _______________________________
                                        Lowell W. Paxson

                                    /s/ Nando DiFilippo, Jr.
                                    _______________________________
                                        Nando DiFilippo, Jr.

                                    /s/ Franklin J. Chu
                                    _______________________________
                                        Franklin J. Chu


                                       16
   17
                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

            Home Shopping Network, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

            FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, adopted a resolution proposing and
declaring advisable the following amendment to the Restated Certificate of
Incorporation of said corporation:

            RESOLVED, that Article Fourth of the Restated Certificate of
Incorporation of the Company be amended to read as follows:

                  FOURTH: The corporation shall have authority to issue one
      hundred million (l00,000,000) shares of $.01 par value Common Stock,
      twelve million seventy-nine thousand seven hundred twenty-eight
      (12,079,728) shares of $.01 par value Class B Common Stock and
      five-hundred thousand (500,000) shares of $.01 par value Preferred Stock.

            RESOLVED that Article Fourth, section B, paragraph (3) of the
Certificate of Incorporation be amended to read as follows:

                  (3) So long as at least eleven million four-hundred thousand
      (11,400,000) shares of Class B Common Stock are outstanding, the holders
      of said shares of Class B Common Stock shall vote as a separate class upon
      any merger, reorganization, recapitalization, liquidation, dissolution or
      winding-up, sale, transfer, or hypothecation of substantially all or a
      substantial portion of the assets of the Corporation, all of which must be
      submitted to a vote or to the consent of the Stockholders of the
      Corporation; and the requisite approval of the holders of the Class B
      Common Stock, voting as a class, shall be necessary for the adoption of
      any such matter. In the event that less than eleven million four-hundred
      thousand (11,400,000) shares of Class B Common Stock are outstanding, the
      shares of Class B Common Stock shall vote with the holders of shares of


                                       17
   18
      Common Stock as to the matters described in this Subsection (3), but such
      shares of Class B Common Stock shall be entitled to vote ten votes per
      share on such matters.

            SECOND: That at a special meeting of stockholders, the holders of a
majority of shares of Common Stock and Class B Common Stock of the Company voted
to approve said amendment in accordance with the provisions of the Certificate
of Incorporation of the Company and the General Corporation Law of the State of
Delaware.

            THIRD: That the aforesaid amendment was duly adopted in accordance
with Section 242 of the General Corporation Law of the State of Delaware.

            FOURTH: That the aggregate amount of capital represented by the
issued shares of capital stock of said corporation shall not be reduced under or
by reason of the foregoing amendments to the Restated Certificate of
Incorporation of the Company.


                                       18
   19
            IN WITNESS WHEREOF, said Home Shopping Network, Inc. has caused this
certificate to be signed by Lowell W. Paxson, its President and Charles Bohart,
its Secretary, this 14th day of August, 1986.

                                    HOME SHOPPING NETWORK, INC.

                                    By: /s/Lowell W. Paxson 
                                        _______________________________________
                                        President

ATTEST:

By: /s/Charles Bohart
    ________________________________
   Secretary


[Seal]


                                       19
   20
                            CERTIFICATE OF AMENDMENT

                                       OF

                 RESTATED CERTIFICATE OF INCORPORATION

            Home Shopping Network, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

            FIRST: That the Board of Directors of said corporation unanimously
adopted resolutions proposing and declaring advisable the following amendments
to the Restated Certificate of Incorporation of said corporation:

            RESOLVED, that Article FOURTH of the Restated Certificate of
Incorporation of the Company be amended to read as follows:

                  FOURTH: The corporation shall have authority to issue one
      hundred fifty million (150,000,000) shares of $.01 par value Common Stock,
      twenty-four million one hundred fifty-nine thousand four hundred fifty-six
      (24,159,456) shares of $.01 par value Class B Common Stock and
      five-hundred thousand (500,000) shares of $.01 par value Preferred Stock.

            RESOLVED that Article Fourth, section B, paragraph (3) of the
Restated Certificate of Incorporation be amended to read as follows:

                  (3) So long as at least twenty-two million eight hundred
      thousand (22,800,000) shares of Class B Common Stock are outstanding, the
      holders of said shares of Class B Common Stock shall vote as a separate
      class upon any merger, reorganization, recapitalization, liquidation,
      dissolution or winding-up, sale, transfer, or hypothecation of
      substantially all or a substantial portion of the assets of the
      Corporation, all of which must be submitted to a vote or to the consent of
      the Stockholders of the Corporation; and the requisite approval of the
      holders of the Class B Common Stock, voting as a class, shall be necessary
      for the adoption of any such matter. In the event that less than
      twenty-two million eight hundred thousand (22,800,000) shares of Class B
      Common Stock are outstanding, the shares of Class B Common Stock shall
      vote with the holders of shares of Common Stock as to the matters
      described in this Subsection (3), but such shares


                                       20
   21
      of Class B Common Stock shall be entitled to vote ten votes per share on
      such matters.

            RESOLVED, that Section B of Article NINTH of the Restated
Certificate of Incorporation of the Company be amended to read as follows:

                  (B) The corporation may indemnify any person who was or is a
      party or is threatened to be made a party to any threatened, pending or
      completed action or suit by or in the right of the corporation to procure
      a judgment in its favor by reason of the fact that he is or was a
      director, officer, employee or agent of the corporation, or is or was
      serving at the request of the corporation as a director, officer, employee
      or agent of another corporation, partnership, joint venture, trust or
      other enterprise, against expenses (including attorneys' fees) actually
      and reasonably incurred by him in connection with the defense or
      settlement of such action or suit if he acted in good faith and in a
      manner he reasonably believed to be in or not opposed to the best
      interests of the corporation and except that no indemnification shall be
      made in respect of any claim, issue or matter as to which such person
      shall have been adjudged to be liable to the corporation unless and only
      to the extent that a court of equity or the court in which such action or
      suit was brought shall determine upon application that, despite the
      adjudication or liability but in view of all the circumstances of the
      case, such person is fairly and reasonably entitled to indemnity for such
      expenses which the court of equity or such other court shall deem proper.

            FURTHER RESOLVED, that Section E of Article NINTH of the Restated
Certificate of Incorporation of the Company be amended to read as follows:

                  (E) Expenses incurred in defending a civil or criminal action,
      suit or proceeding may be paid by the corporation in advance of the final
      disposition of such action, suit or proceeding upon receipt of an
      undertaking by or on behalf of the director, officer, employee or agent to
      repay such amount if it shall ultimately be determined that he is not
      entitled to be indemnified by the corporation as authorized in this
      Article.

            FURTHER RESOLVED, that Section F of Article NINTH of the Restated
Certificate of Incorporation of the Company be amended to read as follows:

                  (F) The indemnification and advancement of expenses provided
      by, or granted pursuant to this Article shall not be deemed exclusive of
      any other rights to which those seeking indemnification or advancement of
      expenses may be entitled under any statute, agreement, vote of
      stockholders or disinterested directors or otherwise, both as to action in
      his official capacity and as to action in another capacity while holding
      such office and shall continue as to a person who has ceased to be a
      director, officer, employee or agent and shall inure to the benefit of the
      heirs, executors and administrators of such a person; it being the intent
      and purpose of this Article that the corporation shall have the authority


                                       21
   22
      to indemnify directors, officers, agents and employees to the fullest
      extent allowed by the laws of the state of Delaware as those law exist now
      or may hereafter be amended, provided that such amendment expands the
      right to indemnify officers, directors, agents or employees.

            FURTHER RESOLVED, that the Restated Certificate of Incorporation of
the Company be amended to include a new Article FOURTEENTH to be effective from
the date of adoption by the stockholders and to read as follows:

                  FOURTEENTH: The directors of the corporation shall in no event
      be liable to the corporation or to its stockholders for monetary damages
      for breach of a fiduciary duty of a director; provided, however, that this
      Article shall not eliminate the liability of a director (i) for any breach
      of the director's duty of loyalty to the corporation or its stockholders,
      (ii) for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law, (iii) under section 174 of the
      Delaware General Corporation Law, or (iv) for any transaction from which
      the director derived an improper personal benefit. The liability of a
      director shall be further eliminated or limited to the fullest extent
      allowable under Delaware law, as it may in the future be amended.

            SECOND: That at the annual meeting of stockholders held on December
15, 1986 the holders of a majority of shares of Common Stock and Class B Common
Stock of the Company voted to approve said amendments in accordance with the
provisions of the Restated Certificate of Incorporation of the Company and the
General Corporation Law of the State of Delaware.

            THIRD: That the aforesaid amendments were duly adopted in accordance
with Section 242 of the General Corporation Law of the State of Delaware.

            FOURTH: That the aggregate amount of capital represented by the
issued shares of capital stock of said corporation shall not be reduced under or
by reason of the foregoing amendments to the Restated Certificate of
Incorporation of the Company.


                                       22
   23
            IN WITNESS WHEREOF, said Home Shopping Network, Inc. has caused this
certificate to be signed by Lowell W. Paxson, its President and Charles H.
Bohart, its Secretary, this 15th day of December, 1986.

                                    HOME SHOPPING NETWORK, INC.

                                    By: /s/Lowell W. Paxson 
                                        __________________________________
                                        President
ATTEST:

By: /s/Charles H. Bohart
    ________________________________
    Secretary

[Seal]



                                       23

EX-3.17

   1

                                                                    Exhibit 3.17


                            CERTIFICATE OF FORMATION

                                       OF

                                 HSN CAPITAL LLC

         This Certificate of Formation of HSN Capital LLC ("LLC"), dated as of
January 29, 1998, is being duly executed and filed by David C. McBride, Esquire,
as an authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act, 6 Del. C. Sections 18-101 et seq.

         1. Name. The name of the limited liability company formed hereby is HSN
Capital LLC.

         2. Registered Office. The address of the registered office of the
limited liability company in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801.

         3. Registered Agent. The name and address of the registered agent for
service of process on LLC in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.




                                   By:  /s/ David C. McBride
                                        ______________________________________
                                        David C. McBride, an Authorized Person

EX-3.18

   1
                                                                    Exhibit 3.18

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                 HSN CAPITAL LLC

         THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 3rd day of February, 1998, by and between HOME SHOPPING
NETWORK, INC., a Delaware corporation d/b/a The Home Shopping Network, as the
sole member ("Member"), and HSN CAPITAL LLC, a Delaware limited liability
company, and shall be binding upon such other individuals and members as may be
added pursuant to the terms of this Agreement.

         1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of David C. McBride, Esquire, as its duly
authorized agent in connection with the filing of a certificate of formation
(the "Certificate") with the Secretary of the State of the State of Delaware for
the purpose of forming HSN Capital LLC (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del. C.
Section 18-101, et seq. ("Act").

         2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "HSN Capital LLC."

         3. Purpose. This Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

         4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

         5. Units. A member's interests in the Company ("Units") shall for all
purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

         6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the merger of HSN Capital Corporation with and into the Company
with the Company to be the surviving limited liability company. Except for the
foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable.

   2
         7. Capital Accounts. A separate capital account shall be maintained for
each member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

         8. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated among the members in proportion to the number of Units held
by each member. It is the intent of the members that each member's distributive
share of income, gain, loss, deduction, or credit (or item thereof) shall be
determined and allocated in accordance with this Paragraph 8 to the fullest
extent permitted by Sections 704(b) and (c) of the Code and the Treasury
Regulations promulgated thereunder.

         9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Manager. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

         10. Appointment and Removal of Manager. At any time, and from time to
time, the member or members holding a majority of the Units in the Company may
elect one or more individuals or entities to manage the Company (the "Manager").
The Manager shall be responsible for any and all such duties as the member(s)
may choose to confer upon the Manager in this Agreement. By execution of this
Agreement, Member hereby appoints USANi LLC, a Delaware limited liability
company, as initial Manager of the Company. A Manager (whether an initial or a
successor Manager) shall cease to be a Manager upon the earlier of (i) such
Manager's resignation or (ii) such Manager's removal pursuant to the affirmative
vote of the member or members holding a majority of the Units. Any vacancy in
the Manager position, whether occurring as a result of a Manager resigning or
being removed may be filled by appointment of a successor by the member or
members holding a majority of the Units in accordance with this Paragraph 10. A
Manager need not be a member or resident of the State of Delaware.

         11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, the following decisions:

                  (a) Execution of an agreement of merger to cause the merger of
HSN Capital Corporation with and into the Company, with the Company as the
surviving limited liability company (the "Corporate Merger");


                                       2
   3

                  (b) Execution and required filing of any agreements,
instruments or documents, including, without limitation, a certificate of
merger, necessary to effect the Corporate Merger; and

                  (c) Performance of any and all other acts Manager may deem
necessary or appropriate to Company's business.

         12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by the President, as the
case may be. Any number of titles may be held by the same person. Each officer
shall hold office until his or her successor shall be duly designated and shall
qualify or until his or her death, until he or she shall resign, or until he or
she shall have been removed, either with or without cause, by Manager whenever,
in Manager's judgment, the best interests of the Company will be served thereby.
The salaries or other compensation, if any, of the officers and agents of the
Company shall be fixed by Manager. Any delegation pursuant to this Paragraph 12
may be revoked at any time by Manager. As of the date hereof, John S. True shall
be President, Jed B. Trosper shall be Treasurer, Dennis L. Wetherell shall be
Secretary, and H. Steven Holtzman shall be Assistant Secretary.

         13. Limitations On Authority. The authority of Manager over the conduct
of the affairs of the Company shall be subject only to such limitations as are
expressly stated in this Agreement or in the Act.

         14. Dissolution. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

         15. Transferability of Interests. A member may not assign in whole or
in part its Units without the consent of all of the other members and provided
that the transferee of such Units shall be bound by the terms of this Agreement.
Notwithstanding the first sentence of this Paragraph 15, any member may transfer
its Units to USANi LLC, USANi Sub LLC or HSN General Partner LLC, each a
Delaware limited liability company


                                       3
   4

(collectively, "Permitted Transferee"), without the consent of the other
members. Upon any such transfer to a Permitted Transferee, the Permitted
Transferee shall be admitted as a member and shall be bound by the terms of this
Agreement. Nothing herein shall restrict the ability of any member to pledge its
Units to secure indebtedness (including guarantee indebtedness) in respect of
that certain credit agreement among USA Networks, Inc., USANi LLC, the lenders
party thereto, the Chase Manhattan Bank, as administrative agent, Bank of
America National Trust & Savings Association and The Bank of New York, as
co-documentation agents, or any renewal, extension, replacement or refinancing
thereof.

         16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all of the members.

         17. Consents. Any action that may be taken by the members at a meeting
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by or on behalf of the member or members holding sufficient
Units to authorize or approve such action at such meeting.

         18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.

         19. Governing Law. This Agreement and shall be construed and enforced
in accordance with, and governed by, the laws of the State of Delaware.

         20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

         21. Tax Elections. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.

                            {Signature Page Follows}


                                       4
   5

         IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above-written.

                                            HSN CAPITAL LLC
                                            BY: USANi LLC, AS MANAGER

                                            By: /s/ James G. Gallagher
                                                ________________________________
                                                Name:  James G. Gallagher
                                                Title: Manager

                                            Member:

                                            HOME SHOPPING NETWORK, INC.

                                            By: /s/ James G. Gallagher
                                                ________________________________
                                                Name:  James G. Gallagher
                                                Title: Executive Vice President,
                                                       General Counsel and
                                                       Secretary

EX-3.19

   1
                                                                    Exhibit 3.19

                            CERTIFICATE OF FORMATION

                                       OF

                               HSN FULFILLMENT LLC

         This Certificate of Formation of HSN Fulfillment LLC ("LLC"), dated as
of February 3, 1998, is being duly executed and filed by David C. McBride,
Esquire, as an authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act, 6 Del. C. Sections 18-101 et seq.

         1. Name. The name of the limited liability company formed hereby is HSN
Fulfillment LLC.

         2. Registered Office. The address of the registered office of the
limited liability company in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801.

         3. Registered Agent. The name and address of the registered agent for
service of process on LLC in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                   By:  /s/ David C. McBride
                                        _______________________________________
                                        David C. McBride, an Authorized Person

EX-3.20

   1
                                                                    Exhibit 3.20

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                               HSN FULFILLMENT LLC

         THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 3rd day of February, 1998, by and between HOME SHOPPING
NETWORK, INC., a Delaware corporation d/b/a The Home Shopping Network, as the
sole member ("Member"), and HSN FULFILLMENT LLC, a Delaware limited liability
company, and shall be binding upon such other individuals and members as may be
added pursuant to the terms of this Agreement.

         1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of David C. McBride, Esquire, as its duly
authorized agent in connection with the filing of a certificate of formation
(the "Certificate") with the Secretary of the State of the State of Delaware for
the purpose of forming HSN Fulfillment LLC (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del. C.
Section 18-101, et seq. ("Act").

         2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "HSN Fulfillment LLC."

         3. Purpose. This Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

         4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

         5. Units. A member's interests in the Company ("Units") shall for all
purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

         6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the merger of HSN Fulfillment, Inc. with and into the Company
with the Company to be the surviving limited liability company. Except for the
foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable.

   2

         7. Capital Accounts. A separate capital account shall be maintained for
each member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

         8. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated among the members in proportion to the number of Units held
by each member. It is the intent of the members that each member's distributive
share of income, gain, loss, deduction, or credit (or item thereof) shall be
determined and allocated in accordance with this Paragraph 8 to the fullest
extent permitted by Sections 704(b) and (c) of the Code and the Treasury
Regulations promulgated thereunder.

         9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Manager. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

         10. Appointment and Removal of Manager. At any time, and from time to
time, the member or members holding a majority of the Units in the Company may
elect one or more individuals or entities to manage the Company (the "Manager").
The Manager shall be responsible for any and all such duties as the member(s)
may choose to confer upon the Manager in this Agreement. By execution of this
Agreement, Member hereby appoints USANi LLC, a Delaware limited liability
company, as initial Manager of the Company. A Manager (whether an initial or a
successor Manager) shall cease to be a Manager upon the earlier of (i) such
Manager's resignation or (ii) such Manager's removal pursuant to the affirmative
vote of the member or members holding a majority of the Units. Any vacancy in
the Manager position, whether occurring as a result of a Manager resigning or
being removed may be filled by appointment of a successor by the member or
members holding a majority of the Units in accordance with this Paragraph 10. A
Manager need not be a member or resident of the State of Delaware.

         11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, the following decisions:

                  (a) Execution of an agreement of merger to cause the merger of
HSN Fulfillment, Inc., Home Shopping Network Outlets, Inc., HSN Mail Order, Inc.
and HSN Transportation, Inc. with and into the Company, with the Company as the
surviving


                                        2
   3

limited liability company (the "Corporate Merger");

                  (b) Execution and required filing of any agreements,
instruments or documents, including, without limitation, a certificate of
merger, necessary to effect the Corporate Merger; and

                  (c) Performance of any and all other acts Manager may deem
necessary or appropriate to Company's business.

         12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by the President, as the
case may be. Any number of titles may be held by the same person. Each officer
shall hold office until his or her successor shall be duly designated and shall
qualify or until his or her death, until he or she shall resign, or until he or
she shall have been removed, either with or without cause, by Manager whenever,
in Manager's judgment, the best interests of the Company will be served thereby.
The salaries or other compensation, if any, of the officers and agents of the
Company shall be fixed by Manager. Any delegation pursuant to this Paragraph 12
may be revoked at any time by Manager. As of the date hereof, Charles M. Hopkins
shall be President, Jed B. Trosper shall be Treasurer and Secretary, H. Steven
Holtzman shall be Assistant Secretary, Richard Lyon shall be Assistant
Treasurer, and Lynn E. Krall shall be Assistant Treasurer.

         13. Limitations On Authority. The authority of Manager over the conduct
of the affairs of the Company shall be subject only to such limitations as are
expressly stated in this Agreement or in the Act.

         14. Dissolution. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

         15. Transferability of Interests. A member may not assign in whole or
in part its Units without the consent of all of the other members and provided
that the transferee of such Units shall be bound by the terms of this Agreement.
Notwithstanding the first sentence of this Paragraph 15, any member may transfer
its Units to USANi LLC,


                                       3
   4

USANi Sub LLC or HSN General Partner LLC, each a Delaware limited liability
company (collectively, "Permitted Transferee"), without the consent of the other
members. Upon any such transfer to a Permitted Transferee, the Permitted
Transferee shall be admitted as a member and shall be bound by the terms of this
Agreement. Nothing herein shall restrict the ability of any member to pledge its
Units to secure indebtedness (including guarantee indebtedness) in respect of
that certain credit agreement among USA Networks, Inc., USANi LLC, the lenders
party thereto, the Chase Manhattan Bank, as administrative agent, Bank of
America National Trust & Savings Association and The Bank of New York, as
co-documentation agents, or any renewal, extension, replacement or refinancing
thereof.

         16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all of the members.

         17. Consents. Any action that may be taken by the members at a meeting
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by or on behalf of the member or members holding sufficient
Units to authorize or approve such action at such meeting.

         18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.

         19. Governing Law. This Agreement and shall be construed and enforced
in accordance with, and governed by, the laws of the State of Delaware.

         20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

         21. Tax Elections. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.


                            {Signature Page Follows}


                                       4
   5

         IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above-written.

                                            HSN FULFILLMENT LLC
                                            BY: USANi LLC, AS MANAGER

                                            By: /s/ James G. Gallagher
                                                ________________________________
                                                Name: James G. Gallagher
                                                Title: Manager

                                            Member:

                                            HOME SHOPPING NETWORK, INC.

                                            By: /s/ James G. Gallagher
                                                ________________________________
                                                Name: James G. Gallagher
                                                Title: Executive Vice President,
                                                       General Counsel and
                                                       Secretary

EX-3.21

   1
                                                                    Exhibit 3.21

                            CERTIFICATE OF FORMATION

                                       OF

                                 HSN REALTY LLC

         This Certificate of Formation of HSN Realty LLC ("LLC"), dated as of
February 3, 1998, is being duly executed and filed by David C. McBride, Esquire,
as an authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act, 6 Del. C. Sections 18-101 et seq.

         1. Name. The name of the limited liability company formed hereby is HSN
Realty LLC.

         2. Registered Office. The address of the registered office of the
limited liability company in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801.

         3. Registered Agent. The name and address of the registered agent for
service of process on LLC in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.




                                   By:  /s/ David C. McBride
                                        ______________________________________
                                        David C. McBride, an Authorized Person

EX-3.22

   1
                                                                  Exhibit 3.22

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                 HSN REALTY LLC

         THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 3rd day of February, 1998, by and between HOME SHOPPING
NETWORK, INC., a Delaware corporation d/b/a The Home Shopping Network, as the
sole member ("Member"), and HSN REALTY LLC, a Delaware limited liability
company, and shall be binding upon such other individuals and members as may be
added pursuant to the terms of this Agreement.

         1 Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of David C. McBride, Esquire, as its duly
authorized agent in connection with the filing of a certificate of formation
(the "Certificate") with the Secretary of the State of the State of Delaware for
the purpose of forming HSN Realty LLC (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del. C. 
Section 18-101, et seq. ("Act").

         2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "HSN Realty LLC."

         3. Purpose. This Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

         4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

         5. Units. A member's interests in the Company ("Units") shall for all
purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

         6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the merger of HSN Realty, Inc. with and into the Company with
the Company to be the surviving limited liability company. Except for the
foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable.

   2

         7. Capital Accounts. A separate capital account shall be maintained for
each member and such capital accounts shall be maintained in accordance with the
provisions Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

         8. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated among the members in proportion to the number of Units held
by each member. It is the intent of the members that each member"s distributive
share of income, gain, loss, deduction, or credit (or item thereof) shall be
determined and allocated in accordance with this Paragraph 8 to the fullest
extent permitted by Sections 704(b) and (c) of the Code and the Treasury
Regulations promulgated thereunder.

         9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Manager. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

         10. Appointment and Removal of Manager. At any time, and from time to
time, the member or members holding a majority of the Units in the Company may
elect one or more individuals or entities to manage the Company (the "Manager").
The Manager shall be responsible for any and all such duties as the member(s)
may choose to confer upon the Manager in this Agreement. By execution of this
Agreement, Member hereby appoints USANi LLC, a Delaware limited liability
company, as initial Manager of the Company. A Manager (whether an initial or a
successor Manager) shall cease to be a Manager upon the earlier of (i) such
Manager's resignation or (ii) such Manager's removal pursuant to the affirmative
vote of the member or members holding a majority of the Units. Any vacancy in
the Manager position, whether occurring as a result of a Manager resigning or
being removed may be filled by appointment of a successor by the member or
members holding a majority of the Units in accordance with this Paragraph 10. A
Manager need not be a member or resident of the State of Delaware.

         11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, the following decisions:

                  (a) Execution of an agreement of merger to cause the merger of
HSN Realty, Inc. with and into the Company, with the Company as the surviving
limited liability company (the "Corporate Merger");


                                       2
   3

                  (b) Execution and required filing of any agreements,
instruments or documents, including, without limitation, a certificate of
merger, necessary to effect the Corporate Merger; and

                  (c) Performance of any and all other acts Manager may deem
necessary or appropriate to Company's business.

         12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by the President, as the
case may be. Any number of titles may be held by the same person. Each officer
shall hold office until his or her successor shall be duly designated and shall
qualify or until his or her death, until he or she shall resign, or until he or
she shall have been removed, either with or without cause, by Manager whenever,
in Manager"s judgment, the best interests of the Company will be served thereby.
The salaries or other compensation, if any, of the officers and agents of the
Company shall be fixed by Manager. Any delegation pursuant to this Paragraph 12
may be revoked at any time by Manager. As of the date hereof, Jed B. Trosper
shall be President, Brian J. Feldman shall be Treasurer, James G. Gallagher
shall be Secretary, H. Steven Holtzman shall be Assistant Secretary, Richard
Lyon shall be Assistant Treasurer, and Lynn E. Krall shall be Assistant
Treasurer.

         13. Limitations On Authority. The authority of Manager over the conduct
of the affairs of the Company shall be subject only to such limitations as are
expressly stated in this Agreement or in the Act.

         14. Dissolution. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under 
Section 18-802 of the Act.

         15. Transferability of Interests. A member may not assign in whole or
in part its Units without the consent of all of the other members and provided
that the transferee of such Units shall be bound by the terms of this Agreement.
Notwithstanding the first sentence of this Paragraph 15, any member may transfer
its Units to USANi LLC, USANi Sub LLC or HSN General Partner LLC, each a
Delaware limited liability company


                                        3
   4

(collectively, "Permitted Transferee"), without the consent of the other
members. Upon any such transfer to a Permitted Transferee, the Permitted
Transferee shall be admitted as a member and shall be bound by the terms of this
Agreement. Nothing herein shall restrict the ability of any member to pledge its
Units to secure indebtedness (including guarantee indebtedness) in respect of
that certain credit agreement among USA Networks, Inc., USANi LLC, the lenders
party thereto, the Chase Manhattan Bank, as administrative agent, Bank of
America National Trust & Savings Association and The Bank of New York, as
co-documentation agents, or any renewal, extension, replacement or refinancing
thereof.

         16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all of the members.

         17. Consents. Any action that may be taken by the members at a meeting
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by or on behalf of the member or members holding sufficient
Units to authorize or approve such action at such meeting.

         18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.

         19. Governing Law. This Agreement and shall be construed and enforced
in accordance with, and governed by, the laws of the State of Delaware.

         20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

         21. Tax Elections. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.

                            {Signature Page Follows}


                                       4
   5

         IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above-written.

                                            HSN REALTY LLC
                                            BY: USANi LLC, AS MANAGER

                                            By: /s/ James G. Gallagher
                                                _________________________

                                                Name:  James G. Gallagher
                                                Title: Manager

                                            Member:

                                            HOME SHOPPING NETWORK, INC.

                                            By: /s/ James G. Gallagher
                                                _________________________

                                                Name:  James G. Gallagher
                                                Title: Executive Vice President,
                                                       General Counsel and
                                                       Secretary

EX-3.23

   1
                                                                   Exhibit 3.23
                            CERTIFICATE OF FORMATION

                                       OF

                                HSN OF NEVADA LLC

         This Certificate of Formation of HSN of Nevada LLC ("LLC"), dated as of
January 29, 1998, is being duly executed and filed by David C. McBride, Esquire,
as an authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act, 6 Del. C. Sections 18-101 et seq.

         1. Name. The name of the limited liability company formed hereby is HSN
of Nevada LLC.

         2. Registered Office. The address of the registered office of the
limited liability company in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801.

         3. Registered Agent. The name and address of the registered agent for
service of process on LLC in the State of Delaware is

The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
City of Wilmington, County of New Castle, Delaware 19801.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.




                                   By:  /s/ David C. McBride
                                        ______________________________________
                                        David C. McBride, an Authorized Person

EX-3.24

   1

                                                                    Exhibit 3.24


                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                HSN OF NEVADA LLC

         THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 3rd day of February, 1998, by and between HSN CAPITAL
CORPORATION, a Nevada corporation, as the sole member ("Member"), and HSN OF
NEVADA LLC, a Delaware limited liability company, and shall be binding upon such
other individuals and members as may be added pursuant to the terms of this
Agreement.

         1 Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of David C. McBride, Esquire, as its duly
authorized agent in connection with the filing of a certificate of formation
(the "Certificate") with the Secretary of the State of the State of Delaware for
the purpose of forming HSN of Nevada LLC (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del. C.
Section 18-101, et seq. ("Act").

         2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "HSN of Nevada LLC."

         3. Purpose. This Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

         4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

         5. Units. A member"s interests in the Company ("Units") shall for all
purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

         6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the merger of HSN Corporation of Nevada, Inc. with and into the
Company with the Company to be the surviving limited liability company. Except
for the foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable.

   2
         7. Capital Accounts. A separate capital account shall be maintained for
each member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

         8. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated among the members in proportion to the number of Units held
by each member. It is the intent of the members that each member's distributive
share of income, gain, loss, deduction, or credit (or item thereof) shall be
determined and allocated in accordance with this Paragraph 8 to the fullest
extent permitted by Section 704(b) and (c) of the Code and the Treasury
Regulations promulgated thereunder.

         9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Manager. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

         10. Appointment and Removal of Manager. At any time, and from time to
time, the member or members holding a majority of the Units in the Company may
elect one or more individuals or entities to manage the Company (the "Manager").
The Manager shall be responsible for any and all such duties as the member(s)
may choose to confer upon the Manager in this Agreement. By execution of this
Agreement, Member hereby appoints USANi LLC, a Delaware limited liability
company, as initial Manager of the Company. A Manager (whether an initial or a
successor Manager) shall cease to be a Manager upon the earlier of (i) such
Manager's resignation or (ii) such Manager's removal pursuant to the affirmative
vote of the member or members holding a majority of the Units. Any vacancy in
the Manager position, whether occurring as a result of a Manager resigning or
being removed may be filled by appointment of a successor by the member or
members holding a majority of the Units in accordance with this Paragraph 10. A
Manager need not be a member or resident of the State of Delaware.

         11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, the following decisions:

                  (a) Execution of an agreement of merger to cause the merger of
HSN of Nevada, Inc. with and into the Company, with the Company as the surviving
limited liability company (the "Corporate Merger");




                                       2
   3

                  (b) Execution and required filing of any agreements,
instruments or documents, including, without limitation, a certificate of
merger, necessary to effect the Corporate Merger; and

                  (c) Performance of any and all other acts Manager may deem
necessary or appropriate to Company's business.

         12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by the President, as the
case may be. Any number of titles may be held by the same person. Each officer
shall hold office until his or her successor shall be duly designated and shall
qualify or until his or her death, until he or she shall resign, or until he or
she shall have been removed, either with or without cause, by Manager whenever,
in Manager's judgment, the best interests of the Company will be served thereby.
The salaries or other compensation, if any, of the officers and agents of the
Company shall be fixed by Manager. Any delegation pursuant to this Paragraph 12
may be revoked at any time by Manager. As of the date hereof, John S. True shall
be President, Jed B. Trosper shall be Treasurer, Dennis L. Wetherell shall be
Secretary, and H. Steven Holtzman shall be Assistant Secretary.

         13. Limitations On Authority. The authority of Manager over the conduct
of the affairs of the Company shall be subject only to such limitations as are
expressly stated in this Agreement or in the Act.

         14. Dissolution. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

         15. Transferability of Interests. A member may not assign in whole or
in part its Units without the consent of all of the other members and provided
that the transferee of such Units shall be bound by the terms of this Agreement.
Notwithstanding the first sentence of this Paragraph 15, any member may transfer
its Units to USANi LLC, USANi Sub LLC or HSN General Partner LLC, each a
Delaware limited liability company (collectively, "Permitted Transferee"),
without the consent of the other members. Upon any such transfer to a Permitted
Transferee, the Permitted Transferee shall be admitted as


                                       3
   4

a member and shall be bound by the terms of this Agreement. Nothing herein shall
restrict the ability of any member to pledge its Units to secure indebtedness
(including guarantee indebtedness) in respect of that certain credit agreement
among USA Networks, Inc., USANi LLC, the lenders party thereto, the Chase
Manhattan Bank, as administrative agent, Bank of America National Trust &
Savings Association and The Bank of New York, as co-documentation agents, or any
renewal, extension, replacement or refinancing thereof.

         16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all of the members.

         17. Consents. Any action that may be taken by the members at a meeting
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by or on behalf of the member or members holding sufficient
Units to authorize or approve such action at such meeting.

         18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.

         19. Governing Law. This Agreement and shall be construed and enforced
in accordance with, and governed by, the laws of the State of Delaware.

         20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

         21. Tax Elections. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.

                            {Signature Page Follows}


                                       4
   5

         IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above-written.

                                                   HSN OF NEVADA LLC
                                                   BY: USANi LLC, AS MANAGER

                                                  By: /s/ James G. Gallagher
                                                     _________________________
                                                      Name: James G. Gallagher
                                                      Title: Manager

                                                   Member:

                                                   HSN CAPITAL CORPORATION, INC.

                                                   By: /s/ James G. Gallagher
                                                      _________________________
                                                       Name: John S. True
                                                       Title: President

EX-3.25

   1
                                                                    Exhibit 3.25

                          CERTIFICATE OF INCORPORATION

                                       OF

                          NEW-U STUDIOS HOLDINGS, INC.

         I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby execute this Certificate of Incorporation and do hereby certify as
follows:

                                    ARTICLE I

         The name of the corporation (which is hereinafter referred to as the
"Corporation") is:

                          New-U Studios Holdings, Inc.

                                   ARTICLE II

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

                                   ARTICLE III

         The purpose of the Corporation shall be to engage in any lawful act or
activity for which corporations may be organized and incorporated under the
General Corporation Law of the State of Delaware.

                                   ARTICLE IV

         Section 1. The Corporation shall be authorized to issue 1,000 shares of
capital stock, all of which shall be shares of Common Stock, $.01 par value.

   2

         Section 2. Except as otherwise provided by law the Common Stock shall
have the exclusive right to vote for the election of directors and for all other
purposes. Each share of Common Stock shall have one vote, and the Common Stock
shall vote together as a single class.

                                    ARTICLE V

         Unless and except to the extent that the By-Laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.

                                   ARTICLE VI

         In furtherance and not in limitation of the powers conferred by law,
the Board of Directors of the Corporation (the "Board") is expressly authorized
and empowered to make, alter and repeal the By-Laws of the Corporation by a
majority vote at any regular or special meeting of the Board or by written
consent, subject to the power of the stockholders of the Corporation to alter or
repeal any By-Laws made by the Board.

                                   ARTICLE VII

         The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and any other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article.

                                  ARTICLE VIII

         Section 1. Elimination of Certain Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for


                                      -2-
   3

monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the General Corporation Law of the State of Delaware as the same exists or
may hereafter be amended.

         Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.

         Section 2. Indemnification and Insurance.

         (a) Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, to
the fullest extent permitted by law, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines,
amounts paid or to be paid in settlement, and excise taxes or penalties arising
under the Employee Retirement Income Security Act of 1974) reasonably incurred
or suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of his or


                                      -3-
   4

her heirs, executors and administrators; provided, however, that, except as
provided in paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board. The right to indemnification conferred in this Section
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the General Corporation Law
of the State of Delaware requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of the Board, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

         (b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation


                                      -4-
   5

(including its Board, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the General Corporation
Law of the State of Delaware, nor an actual determination by the Corporation
(including its Board, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

         (c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, By-law, agreement, vote of stockholders or
disinterested directors or otherwise.

         (d) Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.

                                   ARTICLE IX

         The name and mailing address of the incorporator is Arrie R. Park,
Esq., c/o Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New
York 10019.


                                      -5-
   6

         IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinbefore named, do hereby further certify that the facts hereinabove stated
are truly set forth and, accordingly, I have hereunto set my hand this 4th day
of February, 1998.

                                                              /s/Arrie Park
                                                              __________________
                                                              Arrie R. Park
                                                              Incorporator


                                      -6-

EX-3.26

   1
                                                                    Exhibit 3.26

                                     BY-LAWS

                                       of

                          NEW-U STUDIOS HOLDINGS, INC.

                            (As of February 4, 1998)

                                    ARTICLE I

                                     OFFICES

         SECTION 1. REGISTERED OFFICE -- The registered office of New-U Studios
Holdings, Inc. (the "Corporation") shall be established and maintained at the
office of The Corporation Trust Company at The Corporation Trust Center, 1209
Orange Street in the City of Wilmington, County of New Castle, State of
Delaware, and said Corporation Trust Company shall be the registered agent of
the Corporation in charge thereof.

         SECTION 2. OTHER OFFICES -- The Corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time select or the business of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. ANNUAL MEETINGS -- Annual meetings of stockholders for the
election of directors, and for such other business as may be stated in the
notice of the meeting, shall be held at such place, either within or without the
State of Delaware, and at such time and date as the Board of Directors, by
resolution, shall determine and as set forth in the notice of the meeting. If
the Board of Directors fails so to determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the registered
office of the Corporation on the first Tuesday in April. If the date of the
annual meeting shall fall upon a legal holiday, the meeting shall be held on the
next succeeding business day. At each annual meeting, the stockholders entitled
to vote shall elect a Board of Directors and they may transact such other
corporate business as shall be stated in the notice of the meeting.

         SECTION 2. SPECIAL MEETINGS -- Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman of the Board, the
President or the Secretary, or by resolution of the Board of Directors.

   2

         SECTION 3. VOTING -- Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation of the Corporation and these
By-Laws may vote in person or by proxy, but no proxy shall be voted after three
years from its date unless such proxy provides for a longer period. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of the State of Delaware.

         A complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, with the address of each, and the number of
shares held by each, shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is entitled to be present.

         SECTION 4. QUORUM -- Except as otherwise required by law, by the
Certificate of Incorporation of the Corporation or by these By-Laws, the
presence, in person or by proxy, of stockholders holding shares constituting a
majority of the voting power of the Corporation shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat,
present in person or by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted that might have been transacted
at the meeting as originally noticed; but only those stockholders entitled to
vote at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.

         SECTION 5. NOTICE OF MEETINGS -- Written notice, stating the place,
date and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat, at his
or her address as it appears on the records of the Corporation, not less than
ten nor more than sixty days before the date of the meeting. No business other
than that stated in the notice shall be transacted at any meeting without the
unanimous consent of all the stockholders entitled to vote thereat.

         SECTION 6. ACTION WITHOUT MEETING -- Unless otherwise provided by the
Certificate of Incorporation of the Corporation, any action required or
permitted to be taken at any annual or special meeting of stockholders may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such


                                      -2-
   3

action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER AND TERM -- The business and affairs of the
Corporation shall be managed under the direction of a Board of Directors which
shall consist of not less than two persons. The exact number of directors shall
initially be two and may thereafter be fixed from time to time by the Board of
Directors. Directors shall be elected at the annual meeting of stockholders and
each director shall be elected to serve until his or her successor shall be
elected and shall qualify. A director need not be a stockholder.

         SECTION 2. RESIGNATIONS -- Any director may resign at any time. Such
resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the Chairman of the Board, the President or the Secretary. The acceptance of a
resignation shall not be necessary to make it effective.

         SECTION 3. VACANCIES -- If the office of any director becomes vacant,
the remaining directors in the office, though less than a quorum, by a majority
vote, may appoint any qualified person to fill such vacancy, who shall hold
office for the unexpired term and until his or her successor shall be duly
chosen. If the office of any director becomes vacant and there are no remaining
directors, the stockholders, by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation, at a special
meeting called for such purpose, may appoint any qualified person to fill such
vacancy.

         SECTION 4. REMOVAL -- Except as hereinafter provided, any director or
directors may be removed either for or without cause at any time by the
affirmative vote of the holders of a majority of the voting power entitled to
vote for the election of directors, at an annual meeting or a special meeting
called for the purpose, and the vacancy thus created may be filled, at such
meeting, by the affirmative vote of holders of shares constituting a majority of
the voting power of the Corporation.

         SECTION 5. COMMITTEES -- The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate one
or more committees, each committee to consist of one or more directors of the
Corporation.

         Any such committee, to the extent provided in the resolution of the
Board of Directors, or in these By-Laws, shall have and may exercise all the
powers and


                                      -3-
   4

authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.

         SECTION 6. MEETINGS -- The newly elected directors may hold their first
meeting for the purpose of organization and the transaction of business, if a
quorum be present, immediately after the annual meeting of the stockholders; or
the time and place of such meeting may be fixed by consent of all the Directors.

         Regular meetings of the Board of Directors may be held without notice
at such places and times as shall be determined from time to time by resolution
of the Board of Directors.

         Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President, or by the Secretary on the written
request of any director, on at least one day's notice to each director (except
that notice to any director may be waived in writing by such director) and shall
be held at such place or places as may be determined by the Board of Directors,
or as shall be stated in the call of the meeting.

         Unless otherwise restricted by the Certificate of Incorporation of the
Corporation or these By-Laws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in any meeting
of the Board of Directors or any committee thereof by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

         SECTION 7. QUORUM -- A majority of the Directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum is obtained, and no
further notice thereof need be given other than by announcement at the meeting
which shall be so adjourned. The vote of the majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors unless the Certificate of Incorporation of the Corporation or these
By-Laws shall require the vote of a greater number.

         SECTION 8. COMPENSATION -- Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the Board of Directors a fixed fee and expenses of attendance may
be allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise, and receiving compensation therefor.

         SECTION 9. ACTION WITHOUT MEETING -- Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all


                                      -4-
   5

members of the Board of Directors or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or such committee.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. OFFICERS -- The officers of the Corporation shall be a Chief
Executive Officer, a President, one or more Vice Presidents, a Treasurer and a
Secretary, all of whom shall be elected by the Board of Directors and shall hold
office until their successors are duly elected and qualified. In addition, the
Board of Directors may elect such Assistant Secretaries and Assistant Treasurers
as they may deem proper. The Board of Directors may appoint such other officers
and agents as it may deem advisable, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

         SECTION 2. CHIEF EXECUTIVE OFFICER -- The Chief Executive Officer shall
be the Chairman of the Board of the Corporation. He or she shall preside at all
meetings of the Board of Directors and shall have and perform such other duties
as may be assigned to him or her by the Board of Directors. The Chief Executive
Officer shall have the power to execute bonds, mortgages and other contracts on
behalf of the Corporation, and to cause the seal of the Corporation to be
affixed to any instrument requiring it, and when so affixed the seal shall be
attested to by the signature of the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer.

         SECTION 3. PRESIDENT -- The President shall be the Chief Operating
Officer of the Corporation. He or she shall have the general powers and duties
of supervision and management usually vested in the office of President of a
corporation. The President shall have the power to execute bonds, mortgages and
other contracts on behalf of the Corporation, and to cause the seal to be
affixed to any instrument requiring it, and when so affixed the seal shall be
attested to by the signature of the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer.

         SECTION 4. VICE PRESIDENTS -- Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him or her by the
Board of Directors.

         SECTION 5. TREASURER -- The Treasurer shall be the Chief Financial
Officer of the Corporation. He or she shall have the custody of the Corporate
funds and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the Corporation. He or she shall deposit all
moneys and other valuables in the name and to the credit of the Corporation in
such depositaries as may be designated by the Board of Directors. He or she
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, the Chairman of the Board, or the President, taking proper vouchers
for such disbursements. He or she shall render to the Chairman of the


                                      -5-
   6

Board, the President and Board of Directors at the regular meetings of the Board
of Directors, or whenever they may request it, an account of all his or her
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, he or she shall give the Corporation a bond
for the faithful discharge of his or her duties in such amount and with such
surety as the Board of Directors shall prescribe.

         SECTION 6. SECRETARY -- The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and of the Board of Directors and all
other notices required by law or by these By-Laws, and in case of his or her
absence or refusal or neglect so to do, any such notice may be given by any
person thereunto directed by the Chairman of the Board or the President, or by
the Board of Directors, upon whose request the meeting is called as provided in
these By-Laws. He or she shall record all the proceedings of the meetings of the
Board of Directors, any committees thereof and the stockholders of the
Corporation in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him or her by the Board of Directors, the Chairman
of the Board or the President. He or she shall have the custody of the seal of
the Corporation and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors, the Chairman of the Board or the
President, and attest to the same.

         SECTION 7. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES -- Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the Board of Directors.

                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION 1. CERTIFICATES OF STOCK -- A certificate of stock shall be
issued to each stockholder certifying the number of shares owned by such
stockholder in the Corporation. Certificates of stock of the Corporation shall
be of such form and device as the Board of Directors may from time to time
determine.

         SECTION 2. LOST CERTIFICATES -- A new certificate of stock may be
issued in the place of any certificate theretofore issued by the Corporation,
alleged to have been lost or destroyed, and the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or such
owner's legal representatives, to give the Corporation a bond, in such sum as
they may direct, not exceeding double the value of the stock, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of any such certificate, or the issuance of any such new
certificate. 

         SECTION 3. TRANSFER OF SHARES -- The shares of stock of the Corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old


                                      -6-
   7

certificates shall be surrendered to the Corporation by the delivery thereof to
the person in charge of the stock and transfer books and ledgers, or to such
other person as the Board of Directors may designate, by whom they shall be
canceled, and new certificates shall thereupon be issued. A record shall be made
of each transfer and whenever a transfer shall be made for collateral security,
and not absolutely, it shall be so expressed in the entry of the transfer.

         SECTION 4. STOCKHOLDERS RECORD DATE -- In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (1) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days before the date
of such meeting; (2) in the case of determination of stockholders entitled to
express consent to corporate action in writing without a meeting, shall not be
more than ten days from the date upon which the resolution fixing the record
date is adopted by the Board of Directors; and (3) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (1) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
when no prior action of the Board of Directors is required by law, shall be the
first day on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation in accordance with
applicable law, or, if prior action by the Board of Directors is required by
law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         SECTION 5. DIVIDENDS -- Subject to the provisions of the Certificate of
Incorporation of the Corporation, the Board of Directors may, out of funds
legally available therefor at any regular or special meeting, declare dividends
upon stock of the Corporation as and when they deem appropriate. Before
declaring any dividend there may be set apart out of any funds of the
Corporation available for dividends, such sum or sums as the Board of Directors
from time to time in their discretion deem proper for working


                                      -7-
   8

capital or as a reserve fund to meet contingencies or for equalizing dividends
or for such other purposes as the Board of Directors shall deem conducive to the
interests of the Corporation.

         SECTION 6. SEAL -- The corporate seal of the Corporation shall be in
such form as shall be determined by resolution of the Board of Directors. Said
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise imprinted upon the subject document or paper.

         SECTION 7. FISCAL YEAR -- The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

         SECTION 8. CHECKS -- All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, or agent or agents, of
the Corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

         SECTION 9. NOTICE AND WAIVER OF NOTICE -- Whenever any notice is
required to be given under these By-Laws, personal notice is not required unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the United States mail, postage prepaid,
addressed to the person entitled thereto at his or her address as it appears on
the records of the Corporation, and such notice shall be deemed to have been
given on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by law.
Whenever any notice is required to be given under the provisions of any law, or
under the provisions of the Certificate of Incorporation of the Corporation or
of these By-Laws, a waiver thereof, in writing and signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to such required notice.

                                   ARTICLE VI

                                   AMENDMENTS

         These By-Laws may be altered, amended or repealed at any annual meeting
of the stockholders (or at any special meeting thereof if notice of such
proposed alteration, amendment or repeal to be considered is contained in the
notice of such special meeting) by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation. Except as
otherwise provided in the Certificate of Incorporation of the Corporation, the
Board of Directors may by majority vote of those present at any meeting at which
a quorum is present alter, amend or repeal these By-Laws, or enact such other
By-Laws as in their judgment may be advisable for the regulation and conduct of
the affairs of the Corporation.


                                      -8-

EX-3.27

   1
                                                                    Exhibit 3.27

                          CERTIFICATE OF INCORPORATION

                                       OF

                               HSN HOLDINGS, INC.

                  I, the undersigned, for the purpose of incorporating and
organizing a corporation under the General Corporation Law of the State of
Delaware, do hereby execute this Certificate of Incorporation and do hereby
certify as follows:

                                    ARTICLE I

                  The name of the corporation (which is hereinafter referred to
as the "Corporation") is :

                               HSN Holdings, Inc.
                                   ARTICLE II

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

                                   ARTICLE III

                  The purpose of the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized and incorporated
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

                  Section 1. The Corporation shall be authorized to issue 1,000
shares of capital stock, all of which shall be shares of Common Stock, $.01 par
value
   2
                  Section 2. Except as otherwise provided by law the Common
Stock shall have the exclusive right to vote for the election of directors and
for all other purposes. Each share of Common Stock shall have one vote, and the
Common Stock shall vote together as a single class.

                                    ARTICLE V

                  Unless and except to the extent that the By-Laws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.

                                   ARTICLE VI

                  In furtherance and not in limitation of the powers conferred
by law, the Board of Directors of the Corporation (the "Board") is expressly
authorized and empowered to make, alter and repeal the By-Laws of the
Corporation by a majority vote at any regular or special meeting of the Board or
by written consent, subject to the power of the stockholders of the Corporation
to alter or repeal any By-Laws made by the Board.

                                   ARTICLE VII

                  The Corporation reserve the right at any time from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and any other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.

                                  ARTICLE VIII

                  Section 1. Elimination of Certain Liability of Directors. A
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for



                                      -2-
   3
monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the General Corporation Law of the State of Delaware as the same exists or
may hereafter be amended.

                  Any repeal or modification of the foregoing paragraph shall
not adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to, any act or omission occurring prior to such
repeal or modification.

                  Section 2. Indemnification and Insurance.

                  (a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, to
the fullest extent permitted by law, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and 109S (including attorneys' fees, judgments, fines,
amounts paid or to be paid in settlement, and excise taxes or penalties arising
under the Employee Retirement Income Security Act of 1974) reasonably incurred
or suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of his or 



                                      -3-
   4
her heirs, executors and administrators; provided, however, that, except as
provided in paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board. The right to indemnification conferred in this Section
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the General Corporation Law
of the State of Delaware requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such DIRECTOR OR OFFICER is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of the Board, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

                  (b) Right of Claimant to Bring Suit. If a claim under
paragraph (a) of this Section is not paid in full by the Corporation within
thirty days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the General Corporation Law of the State
of Delaware for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation 



                                      -4-
   5
(including its Board, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the General Corporation
Law of the State of Delaware, nor an actual determination by the Corporation
(including its Board, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

                  (c) Non-Exclusivity of Rights. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-law, agreement, vote of
stockholders or disinterested directors or otherwise.

                  (d) Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.

                                   ARTICLE IX

                  The name and mailing address of the incorporator is Arrie R.
Park, Esq., c/o Wachtell, Lipton, Rosen & Katz, S1 West 52nd Street, New York,
New York 10019.



                                      -5-
   6
                  IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinbefore named, do hereby further certify that the facts hereinabove stated
are truly set forth and, accordingly, I have hereunto set my hand this 4th day
of February, 1998.

                                                      /s/ Arrie Park       
                                                     __________________________
                                                      Arrie R. Park
                                                      Incorporator























                                       6

EX-3.28

   1
                                                                    Exhibit 3.28

                                     BY-LAWS
                                       of
                               HSN HOLDINGS, INC.
                            (As of February 4, 1998)

                                    ARTICLE I

                                     OFFICES

         SECTION 1. REGISTERED OFFICE -- The registered office of HSN Holdings,
Inc. (the "Corporation") shall be established and maintained at the office of
The Corporation Trust Company at The Corporation Trust Center, 1209 Orange
Street in the City of Wilmington, County of New Castle, State of Delaware, and
said Corporation Trust Company shall be the registered agent of the Corporation
in charge thereof.

         SECTION 2. OTHER OFFICES -- The Corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time select or the business of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. ANNUAL MEETINGS -- Annual meetings of stockholders for the
election of directors, and for such other business as may be stated in the
notice of the meeting, shall be held at such place, either within or without the
State of Delaware, and at such time and date as the Board of Directors, by
resolution, shall determine and as set forth in the notice of the meeting. If
the Board of Directors fails so to determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the registered
office of the Corporation on the first Tuesday in April. If the date of the
annual meeting shall fall upon a legal holiday, the meeting shall be held on the
next succeeding business day. At each annual meeting, the stockholders entitled
to vote shall elect a Board of Directors and they may transact such other
corporate business as shall be stated in the notice of the meeting.

         SECTION 2. SPECIAL MEETINGS -- Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman of the Board, the
President or the Secretary, or by resolution of the Board of Directors.

         SECTION 3. VOTING -- Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation of the Corporation and these
By-Laws

   2

may vote in person or by proxy, but no proxy shall be voted after three years
from its date unless such proxy provides for a longer period. All elections for
directors shall be decided by plurality vote; all other questions shall be
decided by majority vote except as otherwise provided by the Certificate of
Incorporation or the laws of the State of Delaware.

         A complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, with the address of each, and the number of
shares held by each, shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is entitled to be present.

         SECTION 4. QUORUM -- Except as otherwise required by law, by the
Certificate of Incorporation of the Corporation or by these By-Laws, the
presence, in person or by proxy, of stockholders holding shares constituting a
majority of the voting power of the Corporation shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat,
present in person or by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted that might have been transacted
at the meeting as originally noticed; but only those stockholders entitled to
vote at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.

         SECTION 5. NOTICE OF MEETINGS -- Written notice, stating the place,
date and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat, at his
or her address as it appears on the records of the Corporation, not less than
ten nor more than sixty days before the date of the meeting. No business other
than that stated in the notice shall be transacted at any meeting without the
unanimous consent of all the stockholders entitled to vote thereat.

         SECTION 6. ACTION WITHOUT MEETING -- Unless otherwise provided by the
Certificate of Incorporation of the Corporation, any action required or
permitted to be taken at any annual or special meeting of stockholders may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than


                                      -2-
   3

unanimous written consent shall be given to those stockholders who have not
consented in writing.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER AND TERM -- The business and affairs of the
Corporation shall be managed under the direction of a Board of Directors which
shall consist of not less than two persons. The exact number of directors shall
initially be two and may thereafter be fixed from time to time by the Board of
Directors. Directors shall be elected at the annual meeting of stockholders and
each director shall be elected to serve until his or her successor shall be
elected and shall qualify. A director need not be a stockholder.

         SECTION 2. RESIGNATIONS -- Any director may resign at any time. Such
resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the Chairman of the Board, the President or the Secretary. The acceptance of a
resignation shall not be necessary to make it effective.

         SECTION 3. VACANCIES -- If the office of any director becomes vacant,
the remaining directors in the office, though less than a quorum, by a majority
vote, may appoint any qualified person to fill such vacancy, who shall hold
office for the unexpired term and until his or her successor shall be duly
chosen. If the office of any director becomes vacant and there are no remaining
directors, the stockholders, by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation, at a special
meeting called for such purpose, may appoint any qualified person to fill such
vacancy.

         SECTION 4. REMOVAL -- Except as hereinafter provided, any director or
directors may be removed either for or without cause at any time by the
affirmative vote of the holders of a majority of the voting power entitled to
vote for the election of directors, at an annual meeting or a special meeting
called for the purpose, and the vacancy thus created may be filled, at such
meeting, by the affirmative vote of holders of shares constituting a majority of
the voting power of the Corporation.

         SECTION 5. COMMITTEES -- The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate one
or more committees, each committee to consist of one or more directors of the
Corporation.

         Any such committee, to the extent provided in the resolution of the
Board of Directors, or in these By-Laws, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the


                                      -3-
   4

Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it.

         SECTION 6. MEETINGS -- The newly elected directors may hold their first
meeting for the purpose of organization and the transaction of business, if a
quorum be present, immediately after the annual meeting of the stockholders; or
the time and place of such meeting may be fixed by consent of all the Directors.

         Regular meetings of the Board of Directors may be held without notice
at such places and times as shall be determined from time to time by resolution
of the Board of Directors.

         Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President, or by the Secretary on the written
request of any director, on at least one day's notice to each director (except
that notice to any director may be waived in writing by such director) and shall
be held at such place or places as may be determined by the Board of Directors,
or as shall be stated in the call of the meeting.

         Unless otherwise restricted by the Certificate of Incorporation of the
Corporation or these By-Laws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in any meeting
of the Board of Directors or any committee thereof by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

         SECTION 7. QUORUM -- A majority of the Directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum is obtained, and no
further notice thereof need be given other than by announcement at the meeting
which shall be so adjourned. The vote of the majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors unless the Certificate of Incorporation of the Corporation or these
By-Laws shall require the vote of a greater number.

         SECTION 8. COMPENSATION -- Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the Board of Directors a fixed fee and expenses of attendance may
be allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise, and receiving compensation therefor.

         SECTION 9. ACTION WITHOUT MEETING -- Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be, and
such


                                      -4-
   5

written consent is filed with the minutes of proceedings of the Board of
Directors or such committee.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. OFFICERS -- The officers of the Corporation shall be a Chief
Executive Officer, a President, one or more Vice Presidents, a Treasurer and a
Secretary, all of whom shall be elected by the Board of Directors and shall hold
office until their successors are duly elected and qualified. In addition, the
Board of Directors may elect such Assistant Secretaries and Assistant Treasurers
as they may deem proper. The Board of Directors may appoint such other officers
and agents as it may deem advisable, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

         SECTION 2. CHIEF EXECUTIVE OFFICER -- The Chief Executive Officer shall
be the Chairman of the Board of the Corporation. He or she shall preside at all
meetings of the Board of Directors and shall have and perform such other duties
as may be assigned to him or her by the Board of Directors. The Chief Executive
Officer shall have the power to execute bonds, mortgages and other contracts on
behalf of the Corporation, and to cause the seal of the Corporation to be
affixed to any instrument requiring it, and when so affixed the seal shall be
attested to by the signature of the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer.

         SECTION 3. PRESIDENT -- The President shall be the Chief Operating
Officer of the Corporation. He or she shall have the general powers and duties
of supervision and management usually vested in the office of President of a
corporation. The President shall have the power to execute bonds, mortgages and
other contracts on behalf of the Corporation, and to cause the seal to be
affixed to any instrument requiring it, and when so affixed the seal shall be
attested to by the signature of the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer.

         SECTION 4. VICE PRESIDENTS -- Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him or her by the
Board of Directors.

         SECTION 5. TREASURER -- The Treasurer shall be the Chief Financial
Officer of the Corporation. He or she shall have the custody of the Corporate
funds and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the Corporation. He or she shall deposit all
moneys and other valuables in the name and to the credit of the Corporation in
such depositaries as may be designated by the Board of Directors. He or she
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, the Chairman of the Board, or the President, taking proper vouchers
for such disbursements. He or she shall render to the Chairman of the Board, the
President and Board of Directors at the regular meetings of the Board of


                                      -5-
   6

Directors, or whenever they may request it, an account of all his or her
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, he or she shall give the Corporation a bond
for the faithful discharge of his or her duties in such amount and with such
surety as the Board of Directors shall prescribe.

         SECTION 6. SECRETARY -- The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and of the Board of Directors and all
other notices required by law or by these By-Laws, and in case of his or her
absence or refusal or neglect so to do, any such notice may be given by any
person thereunto directed by the Chairman of the Board or the President, or by
the Board of Directors, upon whose request the meeting is called as provided in
these By-Laws. He or she shall record all the proceedings of the meetings of the
Board of Directors, any committees thereof and the stockholders of the
Corporation in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him or her by the Board of Directors, the Chairman
of the Board or the President. He or she shall have the custody of the seal of
the Corporation and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors, the Chairman of the Board or the
President, and attest to the same.

         SECTION 7. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES -- Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the Board of Directors.

                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION 1. CERTIFICATES OF STOCK -- A certificate of stock shall be
issued to each stockholder certifying the number of shares owned by such
stockholder in the Corporation. Certificates of stock of the Corporation shall
be of such form and device as the Board of Directors may from time to time
determine.

         SECTION 2. LOST CERTIFICATES -- A new certificate of stock may be
issued in the place of any certificate theretofore issued by the Corporation,
alleged to have been lost or destroyed, and the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or such
owner's legal representatives, to give the Corporation a bond, in such sum as
they may direct, not exceeding double the value of the stock, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of any such certificate, or the issuance of any such new
certificate.

         SECTION 3. TRANSFER OF SHARES -- The shares of stock of the Corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the Corporation by the delivery
thereof to the person in


                                      -6-
   7

charge of the stock and transfer books and ledgers, or to such other person as
the Board of Directors may designate, by whom they shall be canceled, and new
certificates shall thereupon be issued. A record shall be made of each transfer
and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer.

         SECTION 4. STOCKHOLDERS RECORD DATE -- In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, converelon or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (1) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days before the date
of such meeting; (2) in the case of determination of stockholders entitled to
express consent. to corporate action in writing without a meeting, shall not be
more than ten days from the date upon which the resolution fixing the record
date is adopted by the Board of Directors; and (3) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (1) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
when no prior action of the Board of Directors is required by law, shall be the
first day on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation in accordance with
applicable law, or, if prior action by the Board of Directors is required by
law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         SECTION 5. DIVIDENDS -- Subject to the provisions of the Certificate of
Incorporation of the Corporation, the Board of Directors may, out of funds
legally available therefor at any regular or special meeting, declare dividends
upon stock of the Corporation as and when they deem appropriate. Before
declaring any dividend there may be set apart out of any funds of the
Corporation available for dividends, such sum or sums as the Board of Directors
from time to time in their discretion deem proper for working capital or as a
reserve fund to meet contingencies or for equalizing dividends or for such


                                      -7-
   8

other purposes as the Board of Directors shall deem conducive to the interests
of the Corporation.

         SECTION 6. SEAL -- The corporate seal of the Corporation shall be in
such form as shall be determined by resolution of the Board of Directors. Said
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise imprinted upon the subject document or paper.

         SECTION 7. FISCAL YEAR -- The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

         SECTION 8. CHECKS -- All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, or agent or agents, of
the Corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

         SECTION 9. NOTICE AND WAIVER OF NOTICE -- Whenever any notice is
required to be given under these By-Laws, personal notice is not required unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the United States mail, postage prepaid,
addressed to the person entitled thereto at his or her address as it appears on
the records of the Corporation, and such notice shall be deemed to have been
given on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by law.
Whenever any notice is required to be given under the provisions of any law, or
under the provisions of the Certificate of Incorporation of the Corporation or
of these By-Laws, a waiver thereof, in writing and signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to such required notice.

                                   ARTICLE VI

                                   AMENDMENTS

         These By-Laws may be altered, amended or repealed at any annual meeting
of the stockholders (or at any special meeting thereof if notice of such
proposed alteration, amendment or repeal to be considered is contained in the
notice of such special meeting) by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation. Except as
otherwise provided in the Certificate of Incorporation of the Corporation, the
Board of Directors may by majority vote of those present at any meeting at which
a quorum is present alter, amend or repeal these By-Laws, or enact such other
By-Laws as in their judgment may be advisable for the regulation and conduct of
the affairs of the Corporation.


                                      -8-

EX-3.29

   1
                                                                   Exhibit 3.29

                          CERTIFICATE OF INCORPORATION

                                       OF

                           USA NETWORKS HOLDINGS, INC.

            The undersigned, in order to form a corporation for the purpose
hereinafter stated, under and pursuant to the provisions of the Delaware General
Corporation Law, hereby certifies that:

1. The name of the Corporation is USA NETWORKS HOLDINGS, INC.

2. The registered office and registered agent of the Corporation is The
Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington,
Delaware 19801.

3. 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
Delaware.

4. The total number of shares of stock that the Corporation is authorized to
issue is 1000 shares of Common Stock, without par value.

5. The name and address of the incorporator is Rita M. Snape, 10 Universal City
Plaza - Suite 852, Universal City, California 91608.

            IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Incorporation on February 4, 1998.

                                                /s/ Rita M. Snape
                                                __________________________
                                                Rita M. Snape
                                                Sole Incorporator

EX-3.30

   1
                                                                   Exhibit 3.30

                                     BY-LAWS

                                       OF

                           USA NETWORKS HOLDINGS, INC.

                             A DELAWARE CORPORATION

                                    ARTICLE I

                                     OFFICES

                  Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

                  Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. All meetings of the stockholders for the election
of directors shall be held within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

                  Section 2. Annual meetings of stockholders, commencing with
the year 1999, shall be held on the 2nd Wednesday of June, if not a legal
holiday, and if a legal holiday, then on the next secular day following, at 6:00
P.M., or at such other date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting, at which they
shall elect by a vote of holders of common shares, a board of directors, and
transact such other business as may properly be brought before the meeting.
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                  Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given not less than ten nor more
than sixty days before the date of the meeting.

                  Section 4. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

                  Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the president and shall be called
by the president or secretary at the request in writing of a majority of the
board of directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

                  Section 6. Written notice of a special meeting of stockholders
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than ten or more than sixty
days before the date of the meeting, to each stockholder entitled to vote at
such meeting.

                  Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

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                  Section 8. The holders of a majority of the common stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the certificate of incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the original meeting. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

                  Section 9. When a quorum is present at any meeting, in all
matters other than the election of directors, the vote of the holders of a
majority of the common stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors.

                  Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder of common stock shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
common stock having voting power held by such stockholder, but no proxy shall be
voted on after three years from its date, unless the proxy provides for a longer
period.

                  Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such

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stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding common stock (and, if required, the holders
of any class of outstanding preferred stock) having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the corporation by delivery to its registered office in
Delaware, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of holders or members to take the action were delivered to the
corporation as provided in Section 228(c) of the Delaware General Corporation
Law.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. The number of directors which shall constitute the
whole board shall be three (3). The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director elected by the holders of shares of common stock shall hold
office until his or her successor is elected and qualified, or until his or her
earlier resignation or removal. Directors need not be stockholders.

                  Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by the
affirmative vote of the holders of a majority of the outstanding shares of
common stock or by a majority of the directors then in office, although less
than a quorum, or by a sole remaining director. The directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and shall qualify, or until their earlier resignation or removal.

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                  Section 3. The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the certificate
of incorporation or by these by-laws directed or required to be exercised or
done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

                  Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting shall be held immediately after
adjournment of the annual meeting of stockholders at the same place as such
annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quoram
shall be present, or the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

                  Section 6. Regular meetings of the board of directors shall be
held at such time and place as shall from time to time be determined by the
board.

                  Section 7. Special meetings of the board may be called by the
president or secretary on four days' notice to each director, either personally
or by mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.

                  Section 8. At all meetings or the board a majority of
authorized directors shall constitute a quorum for the transaction of business
and the act of a majority of the

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directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until is quorum shall be present.

                  Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

                  Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board, may participate in a meeting of such board or
committee by means of conference telephone or similar communication equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section shall constitute presence in
person at such meeting.

                             COMMITTEES OF DIRECTORS

                  Section 11. The board of directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee

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shall have the power or authority in reference to the following matters:
approving or adopting, or recommending to the stockholders, any action or matter
expressly required by the Delaware General Corporation Law to be submitted to
stockholders for approval or (ii) adopting, amending or repealing any bylaw of
the corporation. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors.

                  Section 12. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

                  Section 13. Unless otherwise restricted by the certificate of
incorporation, the board of directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                     NOTICES

                  Section 1. Whenever, under the provisions of the statutes or
of the certificate of incorporation or of these by-laws, notice is required to
be given to any director or stockholder, it shall not be construed to require
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his or her address as it appears on the records
of the corporation, with postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by telegram, telephone or
other communication device.

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                  Section 2. Whenever any notice is required to be given under
the provisions of the statutes or of the certificate of incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated herein, shall
be deemed equivalent thereto.

                                    ARTICLE V
                                    OFFICERS

                  Section 1. The officers of the corporation shall be chosen by
the board of directors and shall be a president, a secretary and a treasurer.
The board of directors may also choose a chairman of the board, one or more
vice-presidents, assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide. The board of directors may also choose a
vice-chairman of the board, a chairman of the executive committee and a
controller.

                  Section 2. The board of directors at its first meeting after
each annual meeting of stockholders shall choose a president, a secretary and a
treasurer and may choose such other officers as are deemed necessary for proper
management of the corporation.

                  Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

                  Section 4. The salaries of all officers of the corporation
shall be fixed by the board of directors.

                  Section 5. The officers of the corporation shall hold office
until their successors are elected and qualified, or until their earlier
resignation or removal. Any officer elected or appointed by the board of
directors may be removed at any time by

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the affirmative vote of a majority of the board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.

                          THE CHAIRMAN OF THE BOARD AND

                                  THE PRESIDENT

                  Section 6. The chairman of the board shall be the chief
executive officer of the corporation, shall preside at all meetings of the
stockholders and board of directors, and shall have general and active
management of the business of the corporation. The president shall see that all
orders and resolutions of the board of directors are carried into effect and
shall have charge of the day-to-day operations and activities of the
corporation. In the absence of the chairman of the board or in the event of his
or her inability or refusal to act, the president shall perform the duties of
the chairman of the board, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the chairman of the board.

                  Section 7. Either the chairman of the board or the president
shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation.

                               THE VICE-PRESIDENTS

                  Section 8. In the absence of the president or in the event of
his or her inability or refusal to act, the vice-president (or in the event
there be more than one vice-president, the vice-presidents in the order
designated) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

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                      THE SECRETARY AND ASSISTANT SECRETARY

                  Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He or she shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he or she shall be. He or she
shall have custody of the corporate seal of the corporation and he or she, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his or her signature or
by the signature of such assistant secretary. The board of directors may give
general authority to any other officer to affix the seal of the corporation and
to attest the affixing by his or her signature.

                  Section 10. The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of
directors, shall, in the absence of the secretary or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

                  Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.

                  Section 12. He or she shall disburse the funds of the
corporation as may be ordered by the board of directors, taking proper vouchers
for such disbursements,

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and shall render to the chairman of the board, the president and the board of
directors, at its regular meetings, or when the board of directors so requires,
an account of all his or her transactions as treasurer and of the financial
condition of the corporation.

                  Section 13. It required by the board of directors, he or she
shall give the corporation a bond (which shall be renewed every six years) in
such sum and with such surety or sureties as shall be satisfactory to the board
of directors for the faithful performance of the duties of his or her office and
for the restoration to the corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession or under his
or her control belonging to the corporation.

                  Section 14. The assistant treasurer, or if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence of the treasurer or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                                    DIVISIONS

                  Section 15. The board of directors or the president may
establish one or more divisions of the cooperation to carry on such activities,
hold such property and operate such portion of the business of the corporation
as the board of directors or the president of the corporation shall direct. The
board of directors or the president of the corporation may establish one or more
offices of each division of the corporation and appoint one or more officers of
each division. Such division officers shall hold office until their successors
are elected and qualified or until their earlier resignation or removal by the
board of directors or the president of the corporation. Any division officer may
resign upon written notice to the corporation. Any resignation shall take effect
at the date of receipt of such notice, or at any later time specified therein,
and, unless otherwise specified therein, the acceptance of such resignation
shall not be

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necessary to make it effective. The division officers shall have the duties and
exercise the powers with respect to the activities, property and business of the
division as the board of directors or the president of the corporation may from
time to time prescribe. The board of directors or the president of the
corporation may designate, alter, amend or terminate the powers, duties and
compensation of each officer of each division of the corporation, and may
terminate the existence of such division at will.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

                  Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the chairman or vice-chairman of the board of directors, or the president or a
vice-president and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary, representing the number of shares owned by such holder
in the corporation registered in certificate form.

                  Section 2. Any or all signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he or she
were such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

                  Section 3. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof,

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require the owner of such lost, stolen or destroyed certificate or certificates,
or such owner's legal representative, to advertise the same in such manner as it
shall require and/or to give the corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

                  Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

                               FIXING RECORD DATE

                  Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting nor more than sixty days prior to any other action. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

                  Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends,

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and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

                  Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

                  Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

                  Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.

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                                     CHECKS

                  Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                   FISCAL YEAR

                  Section 5. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.

                                      SEAL

                  Section 6. The corporate seal shall have inscribed thereon the
name of the corporation, the date of its organization and the word "Delaware".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

                  Section 1. These by-laws may be altered, amended or repealed
or new by-laws may be adopted by the stockholders or by the board of directors,
when such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting, or by the written
consent of the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to effect such amendment at a meeting at
which all shares entitled to vote thereon were present and vote, provided that
notice is given to non-consenting stockholders as provided in ARTICLE II,
Section 11 of these by-laws, or by the unanimous written consent of all

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of the members of the board of directors as provided for in ARTICLE III, Section
9 of these by-laws.

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EX-3.31

   1
                                                                   Exhibit 3.31

                          CERTIFICATE OF INCORPORATION

                                       OF

                               NEW-U STUDIOS, INC.

         I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby execute this Certificate of Incorporation and do hereby certify as
follows:

                                    ARTICLE I

         The name of the corporation (which is hereinafter referred to as the
"Corporation") is:

                               New-U Studios, Inc.

                                   ARTICLE II

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


                                   ARTICLE III

         The purpose of the Corporation shall be to engage in any lawful act or
activity for which corporations may be organized and incorporated under the
General Corporation Law of the State of Delaware.

                                   ARTICLE IV

         Section 1. The Corporation shall be authorized to issue 1,000 shares of
capital stock, all of which shall be shares of Common Stock, $.01 par value.

         Section 2. Except as otherwise provided by law the Common Stock shall
have the exclusive right to vote for the election of directors and for all other
purposes.

   2

Each share of Common Stock shall have one vote, and the Common Stock shall vote
together as a single class.


                                    ARTICLE V

         Unless and except to the extent that the By-Laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.


                                   ARTICLE VI

         In furtherance and not in limitation of the powers conferred by law,
the Board of Directors of the Corporation (the "Board") is expressly authorized
and empowered to make, alter and repeal the By-Laws of the Corporation by a
majority vote at any regular or special meeting of the Board or by written
consent, subject to the power of the stockholders of the Corporation to alter or
repeal any By-Laws made by the Board.


                                   ARTICLE VII

         The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and any other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article.


                                  ARTICLE VIII

         Section 1. Elimination of Certain Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the General


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Corporation Law of the State of Delaware as the same exists or may hereafter be
amended.

         Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.

         Section 2. Indemnification and Insurance.

         (a) Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, to
the fullest extent permitted by law, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines,
amounts paid or to be paid in settlement, and excise taxes or penalties arising
under the Employee Retirement Income Security Act of 1974) reasonably incurred
or suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in paragraph (b)
hereof, the Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person


                                       3
   4

only if such proceeding (or part thereof) was authorized by the Board. The right
to indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the General Corporation Law of the State of Delaware requires,
the payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of the Board, provide indemnification
to employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

         (b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an


                                       4
   5

actual determination by the Corporation (including its Board, independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

         (c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, By-law, agreement, vote of stockholders or
disinterested directors or otherwise.

         (d) Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.


                                   ARTICLE IX

         The name and mailing address of the incorporator is Arrie R. Park,
Esq., c/o Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New
York 10019.

         IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinbefore named, do hereby further certify that the facts hereinabove stated
are truly set forth and, accordingly, I have hereunto set my hand this 4th day
of February, 1998.


                                                 /s/ Arrie R. Park
                                                 _________________
                                                 Arrie R. Park
                                                 Incorporator


                                       5

EX-3.32

   1
                                                                    Exhibit 3.32
                                     BY-LAWS

                                       of

                               NEW-U STUDIOS, INC.

                            (As of February 4, 1998)

                                    ARTICLE I

                                     OFFICES

                  SECTION 1. REGISTERED OFFICE -- The registered office of New-U
Studios, Inc. (the "Corporation") shall be established and maintained at the
office of The Corporation Trust Company at The Corporation Trust Center, 1209
Orange Street in the City of Wilmington, County of New Castle, State of
Delaware, and said Corporation Trust Company shall be the registered agent of
the Corporation in charge thereof.

                  SECTION 2. OTHER OFFICES -- The Corporation may have other
offices, either within or without the State of Delaware, at such place or places
as the Board of Directors may from time to time select or the business of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  SECTION 1. ANNUAL MEETINGS -- Annual meetings of stockholders
for the election of directors, and for such other business as may be stated in
the notice of the meeting, shall be held at such place, either within or without
the State of Delaware, and at such time and date as the Board of Directors, by
resolution, shall determine and as set forth in the notice of the meeting. If
the Board of Directors fails so to determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the registered
office of the Corporation on the first Tuesday in April. If the date of the
annual meeting shall fall upon a legal holiday, the meeting shall be held on the
next succeeding 
   2
business day. At each annual meeting, the stockholders entitled to vote shall
elect a Board of Directors and they may transact such other corporate business
as shall be stated in the notice of the meeting.

                  SECTION 2. SPECIAL MEETINGS -- Special meetings of the
stockholders for any purpose or purposes may be called by the Chairman of the
Board, the President or the Secretary, or by resolution of the Board of
Directors.

                  SECTION 3. VOTING -- Each stockholder entitled to vote in
accordance with the terms of the Certificate of Incorporation of the Corporation
and these By-Laws may vote in person or by proxy, but no proxy shall be voted
after three years from its date unless such proxy provides for a longer period.
All elections for directors shall be decided by plurality vote; all other
questions shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of the State of Delaware.

                  A complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is entitled to be present.

                  SECTION 4. QUORUM -- Except as otherwise required by law, by
the Certificate of Incorporation of the Corporation or by these By-Laws, the
presence, in person or by proxy, of stockholders holding shares constituting a
majority of the voting power of the Corporation shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat,
present in person or by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the 



                                       2
   3
meeting, until the requisite amount of stock entitled to vote shall be present.
At any such adjourned meeting at which the requisite amount of stock entitled to
vote shall be represented, any business may be transacted that might have been
transacted at the meeting as originally noticed; but only those stockholders
entitled to vote at the meeting as originally noticed shall be entitled to vote
at any adjournment or adjournments thereof.

                  SECTION 5. NOTICE OF MEETINGS -- Written notice, stating the
place, date and time of the meeting, and the general nature of the business to
be considered, shall be given to each stockholder entitled to vote thereat, at
his or her address as it appears on the records of the Corporation, not less
than ten nor more than sixty days before the date of the meeting. No business
other than that stated in the notice shall be transacted at any meeting without
the unanimous consent of all the stockholders entitled to vote thereat.

                  SECTION 6. ACTION WITHOUT MEETING -- Unless otherwise provided
by the Certificate of Incorporation of the Corporation, any action required or
permitted to be taken at any annual or special meeting of stockholders may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

                  SECTION 1. NUMBER AND TERM -- The business and affairs of the
Corporation shall be managed under the direction of a Board of Directors which
shall consist of not less than two persons. The exact number of directors shall
initially be two and may thereafter be fixed from time to time by the Board of
Directors. Directors shall 


                                       3
   4
be elected at the annual meeting of stockholders and each director shall be
elected to serve until his or her successor shall be elected and shall qualify.
A director need not be a stockholder.

                  SECTION 2. RESIGNATIONS -- Any director may resign at any
time. Such resignation shall be made in writing, and shall take effect at the
time specified therein, and if no time be specified, at the time of its receipt
by the Chairman of the Board, the President or the Secretary. The acceptance of
a resignation shall not be necessary to make it effective.

                  SECTION 3. VACANCIES -- If the office of any director becomes
vacant, the remaining directors in the office, though less than a quorum, by a
majority vote, may appoint any qualified person to fill such vacancy, who shall
hold office for the unexpired term and until his or her successor shall be duly
chosen. If the office of any director becomes vacant and there are no remaining
directors, the stockholders, by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation, at a special
meeting called for such purpose, may appoint any qualified person to fill such
vacancy.

                  SECTION 4. REMOVAL -- Except as hereinafter provided, any
director or directors may be removed either for or without cause at any time by
the affirmative vote of the holders of a majority of the voting power entitled
to vote for the election of directors, at an annual meeting or a special meeting
called for the purpose, and the vacancy thus created may be filled, at such
meeting, by the affirmative vote of holders of shares constituting a majority of
the voting power of the Corporation.

                  SECTION 5. COMMITTEES -- The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of one or more
directors of the Corporation.

                  Any such committee, to the extent provided in the resolution
of the Board of Directors, or in these By-Laws, shall have and may exercise all
the powers and 



                                       4
   5
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.

                  SECTION 6. MEETINGS -- The newly elected directors may hold
their first meeting for the purpose of organization and the transaction of
business, if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent of
all the Directors.

                  Regular meetings of the Board of Directors may be held without
notice at such places and times as shall be determined from time to time by
resolution of the Board of Directors.

                  Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President, or by the Secretary on the written
request of any director, on at least one day's notice to each director (except
that notice to any director may be waived in writing by such director) and shall
be held at such place or places as may be determined by the Board of Directors,
or as shall be stated in the call of the meeting.

                  Unless otherwise restricted by the Certificate of
Incorporation of the Corporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in any meeting of the Board of Directors or any committee thereof by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

                  SECTION 7. QUORUM -- A majority of the Directors shall
constitute a quorum for the transaction of business. If at any meeting of the
Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by announcement
at the meeting which shall be so adjourned. The vote of the majority of the
Directors present at a meeting at which a quorum is present shall be the 




                                        5
   6
act of the Board of Directors unless the Certificate of Incorporation of the
Corporation or these By-Laws shall require the vote of a greater number.

                  SECTION 8. COMPENSATION -- Directors shall not receive any
stated salary for their services as directors or as members of committees, but
by resolution of the Board of Directors a fixed fee and expenses of attendance
may be allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise, and receiving compensation therefor.

                  SECTION 9. ACTION WITHOUT MEETING -- Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if a written consent thereto is
signed by all members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board of Directors or such committee.

                                   ARTICLE IV

                                    OFFICERS

                  SECTION 1. OFFICERS -- The officers of the Corporation shall
be a Chief Executive Officer, a President, one or more Vice Presidents, a
Treasurer and a Secretary, all of whom shall be elected by the Board of
Directors and shall hold office until their successors are duly elected and
qualified. In addition, the Board of Directors may elect such Assistant
Secretaries and Assistant Treasurers as they may deem proper. The Board of
Directors may appoint such other officers and agents as it may deem advisable,
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.

                  SECTION 2. CHIEF EXECUTIVE OFFICER -- The Chief Executive
Officer shall be the Chairman of the Board of the Corporation. He or she shall
preside at all meetings of the Board of Directors and shall have and perform
such other duties as 



                                       6
   7
may be assigned to him or her by the Board of Directors. The Chief Executive
Officer shall have the power to execute bonds, mortgages and other contracts on
behalf of the Corporation, and to cause the seal of the Corporation to be
affixed to any instrument requiring it, and when so affixed the seal shall be
attested to by the signature of the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer.

                  SECTION 3. PRESIDENT -- The President shall be the Chief
Operating Officer of the Corporation. He or she shall have the general powers
and duties of supervision and management usually vested in the office of
President of a corporation. The President shall have the power to execute bonds,
mortgages and other contracts on behalf of the Corporation, and to cause the
seal to be affixed to any instrument requiring it, and when so affixed the seal
shall be attested to by the signature of the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer.

                  SECTION 4. VICE PRESIDENTS -- Each Vice President shall have
such powers and shall perform such duties as shall be assigned to him or her by
the Board of Directors.

                  SECTION 5. TREASURER -- The Treasurer shall be the Chief
Financial Officer of the Corporation. He or she shall have the custody of the
Corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He or she
shall deposit all moneys and other valuables in the name and to the credit of
the Corporation in such depositaries as may be designated by the Board of
Directors. He or she shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, the Chairman of the Board, or the President,
taking proper vouchers for such disbursements. He or she shall render to the
Chairman of the Board, the President and Board of Directors at the regular
meetings of the Board of Directors, or whenever they may request it, an account
of all his or her transactions as Treasurer and of the financial condition of
the Corporation. If required by the Board of Directors, he or she shall give the
Corporation a bond for the faithful discharge of his or her duties in such
amount and with such surety as the Board of Directors shall prescribe.



                                       7
   8
                  SECTION 6. SECRETARY -- The Secretary shall give, or cause to
be given, notice of all meetings of stockholders and of the Board of Directors
and all other notices required by law or by these By-Laws, and in case of his or
her absence or refusal or neglect so to do, any such notice may be given by any
person thereunto directed by the Chairman of the Board or the President, or by
the Board of Directors, upon whose request the meeting is called as provided in
these By-Laws. He or she shall record all the proceedings of the meetings of the
Board of Directors, any committees thereof and the stockholders of the
Corporation in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him or her by the Board of Directors, the Chairman
of the Board or the President. He or she shall have the custody of the seal of
the Corporation and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors, the Chairman of the Board or the
President, and attest to the same.

                  SECTION 7. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES --
Assistant Treasurers and Assistant Secretaries, if any, shall be elected and
shall have such powers and shall perform such duties as shall be assigned to
them, respectively, by the Board of Directors.

                                    ARTICLE V

                                  MISCELLANEOUS

                  SECTION 1. CERTIFICATES OF STOCK -- A certificate of stock
shall be issued to each stockholder certifying the number of shares owned by
such stockholder in the Corporation. Certificates of stock of the Corporation
shall be of such form and device as the Board of Directors may from time to time
determine.

                  SECTION 2. LOST CERTIFICATES -- A new certificate of stock may
be issued in the place of any certificate theretofore issued by the Corporation,
alleged to have been lost or destroyed, and the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or such
owner's legal representatives, to give the Corporation a bond, in such sum as
they may direct, not exceeding double the value 



                                       8
   9
of the stock, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss of any such certificate, or the
issuance of any such new certificate.

                  SECTION 3. TRANSFER OF SHARES -- The shares of stock of the
Corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old certificates shall be surrendered to the Corporation by
the delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the Board of Directors may designate, by
whom they shall be cancelled, and new certificates shall thereupon be issued. A
record shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer.

                  SECTION 4. STOCKHOLDERS RECORD DATE -- In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (1) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days before the date
of such meeting; (2) in the case of determination of stockholders entitled to
express consent to corporate action in writing without a meeting, shall not be
more than ten days from the date upon which the resolution fixing the record
date is adopted by the Board of Directors; and (3) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (1) the record date for determining 



                                       9
   10
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (2) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first day on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting, provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                  SECTION 5. DIVIDENDS -- Subject to the provisions of the
Certificate of Incorporation of the Corporation, the Board of Directors may, out
of funds legally available therefor at any regular or special meeting, declare
dividends upon stock of the Corporation as and when they deem appropriate.
Before declaring any dividend there may be set apart out of any funds of the
Corporation available for dividends, such sum or sums as the Board of Directors
from time to time in their discretion deem proper for working capital or as a
reserve fund to meet contingencies or for equalizing dividends or for such other
purposes as the Board of Directors shall deem conducive to the interests of the
Corporation.

                  SECTION 6. SEAL -- The corporate seal of the Corporation shall
be in such form as shall be determined by resolution of the Board of Directors.
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise imprinted upon the subject document or paper.



                                       10
   11
                  SECTION 7. FISCAL YEAR -- The fiscal year of the Corporation
shall be determined by resolution of the Board of Directors.

                  SECTION 8. CHECKS -- All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, or agent or
agents, of the Corporation, and in such manner as shall be determined from time
to time by resolution of the Board of Directors.

                  SECTION 9. NOTICE AND WAIVER OF NOTICE -- Whenever any notice
is required to be given under these By-Laws, personal notice is not required
unless expressly so stated, and any notice so required shall be deemed to be
sufficient if given by depositing the same in the United States mail, postage
prepaid, addressed to the person entitled thereto at his or her address as it
appears on the records of the Corporation, and such notice shall be deemed to
have been given on the day of such mailing. Stockholders not entitled to vote
shall not be entitled to receive notice of any meetings except as otherwise
provided by law. Whenever any notice is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the Corporation or of these By-Laws, a waiver thereof, in
writing and signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent to such
required notice.

                                   ARTICLE VI

                                   AMENDMENTS

                  These By-Laws may be altered, amended or repealed at any
annual meeting of the stockholders (or at any special meeting thereof if notice
of such proposed alteration, amendment or repeal to be considered is contained
in the notice of such special meeting) by the affirmative vote of the holders of
shares constituting a majority of the voting power of the Corporation. Except as
otherwise provided in the Certificate of Incorporation of the Corporation, the
Board of Directors may by majority vote of those 



                                       11
   12
present at any meeting at which a quorum is present alter, amend or repeal these
By-Laws, or enact such other By-Laws as in their judgment may be advisable for
the regulation and conduct of the affairs of the Corporation.



                                       12

EX-3.33

   1
                                                                    Exhibit 3.33
164866v1

                            CERTIFICATE OF FORMATION

                                       OF

                             HSN GENERAL PARTNER LLC

         This Certificate of Formation of HSN General Partner LLC ("LLC"), dated
as of February 2, 1998, is being duly executed and filed by David C. McBride,
Esquire, as an authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act, 6 Del. C. Sections 18-101 et seq.

         1. Name. The name of the limited liability company formed hereby is HSN
General Partner LLC.

         2. Registered Office. The address of the registered office of the
limited liability company in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801.

         3. Registered Agent. The name and address of the registered agent for
service of process on LLC in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                   By:  /s/ David C. McBride
                                        ______________________________________
                                        David C. McBride, an Authorized Person

EX-3.34

   1
                                                                    Exhibit 3.34
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                             HSN GENERAL PARTNER LLC

         THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 2nd day of February, 1998, by and between USANi LLC, a
Delaware limited liability company, as the sole member ("Member"), and HSN
GENERAL PARTNER LLC, a Delaware limited liability company, and shall be binding
upon such other individuals and members as may be added pursuant to the terms of
this Agreement.

         1 Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of David C. McBride, Esquire, as its duly
authorized agent in connection with the filing of a certificate of formation
(the "Certificate") with the Secretary of the State of the State of Delaware for
the purpose of forming HSN General Partner LLC (the "Company"), a limited
liability company formed under the Delaware Limited Liability Company Act, 6
Del. C. Section 18-101, et seq. ("Act").

         2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "HSN General Partner LLC."

         3. Purpose. This Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

         4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

         5. Units. A member's interests in the Company ("Units") shall for all
purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

         6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter contribute one (1) membership unit in each of Home Shopping Club LLC,
Vela Research LLC, Exception Management LLC, and National Call Center LLC, each
a Delaware limited liability company to the capital of the Company. Except for
the foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable.

   2

         7. Capital Accounts. A separate capital account shall be maintained for
each member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

         8. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated among the members in proportion to the number of Units held
by each member. It is the intent of the members that each member's distributive
share of income, gain, loss, deduction, or credit (or item thereof) shall be
determined and allocated in accordance with this Paragraph 8 to the fullest
extent permitted by Sections 704(b) and (c) of the Code and the Treasury
Regulations promulgated thereunder.

         9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Manager. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

         10. Appointment and Removal of Manager. At any time, and from time to
time, the member or members holding a majority of the Units in the Company may
elect one or more individuals or entities to manage the Company (the "Manager").
The Manager shall be responsible for any and all such duties as the member(s)
may choose to confer upon the Manager in this Agreement. By execution of this
Agreement, Member hereby appoints USANi LLC, a Delaware limited liability
company, as initial Manager of the Company. A Manager (whether an initial or a
successor Manager) shall cease to be a Manager upon the earlier of (i) such
Manager"s resignation or (ii) such Manager"s removal pursuant to the affirmative
vote of the member or members holding a majority of the Units. Any vacancy in
the Manager position, whether occurring as a result of a Manager resigning or
being removed may be filled by appointment of a successor by the member or
members holding a majority of the Units in accordance with this Paragraph 10. A
Manager need not be a member or resident of the State of Delaware.

         11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, the following decisions:

                  (a) Execution of an agreement of merger to cause the merger of
Home Shopping Club LLC, Vela Research LLC, Exception Management LLC, and


                                       2
   3

National Call Center LLC with and into Home Shopping Club LP, Vela Research LP,
Exception Management LP, and National Call Center LP (the "LPs"), respectively,
with each of the LPs to be the surviving limited partnership. A Company, with
the Company as the surviving limited partnership (the "Mergers");

                  (b) Execution and required filing of any agreements,
instruments or documents, including, without limitation, a certificate of
merger, necessary to effect the Mergers; and

                  (c) Performance of any and all other acts Manager may deem
necessary or appropriate to Company's business.

         12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by the President, as the
case may be. Any number of titles may be held by the same person. Each officer
shall hold office until his or her successor shall be duly designated and shall
qualify or until his or her death, until he or she shall resign, or until he or
she shall have been removed, either with or without cause, by Manager whenever,
in Manager's judgment, the best interests of the Company will be served thereby.
The salaries or other compensation, if any, of the officers and agents of the
Company shall be fixed by Manager. Any delegation pursuant to this Paragraph 12
may be revoked at any time by Manager. As of the date hereof, Victor A. Kaufman
shall be Chief Executive Officer, James G. Held shall be President, James G.
Gallagher shall be Vice President, General Counsel and Secretary, Jed B. Trosper
shall be Vice President and Chief Operating Officer, Robert Rosenblatt shall be
Vice President, Chief Financial Officer and Treasurer, Brian Feldman shall be
Vice President and Controller, H. Steven Holtzman shall be Assistant Secretary,
James Lehrburger shall be Assistant Secretary, Lynn E. Krall shall be Assistant
Treasurer and Richard Lyon shall be Assistant Treasurer. 

         13. Limitations On Authority. The authority of Manager over the conduct
of the affairs of the Company shall be subject only to such limitations as are
expressly stated in this Agreement or in the Act.

         14. Dissolution. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.


                                       3
   4

         15. Transferability of Interests. A member may not assign in whole or
in part its Units without the consent of all of the other members and provided
that the transferee of such Units shall be bound by the terms of this Agreement.
Notwithstanding the first sentence of this Paragraph 15, any member may transfer
its Units to USANi LLC or USANi Sub LLC, each a Delaware limited liability
company (collectively, "Permitted Transferee"), without the consent of the other
members. Upon any such transfer to a Permitted Transferee, the Permitted
Transferee shall be admitted as a member and shall be bound by the terms of this
Agreement. Nothing herein shall restrict the ability of any member to pledge its
Units to secure indebtedness (including guarantee indebtedness) in respect of
that certain credit agreement among USA Networks, Inc., USANi LLC, the lenders
party thereto, the Chase Manhattan Bank, as administrative agent, Bank of
America National Trust & Savings Association and The Bank of New York, as
co-documentation agents, or any renewal, extension, replacement or refinancing
thereof.

         16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all of the members.

         17. Consents. Any action that may be taken by the members at a meeting
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by or on behalf of the member or members holding sufficient
Units to authorize or approve such action at such meeting.

         18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.

         19. Governing Law. This Agreement and shall be construed and enforced
in accordance with, and governed by, the laws of the State of Delaware.

         20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

         21. Tax Elections. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.


                                       4
   5

         IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above-written.

                                                HSN GENERAL PARTNER LLC
                                                BY: USANi LLC, AS MANAGER

                                                By: /s/ James G. Gallagher
                                                    ____________________________
                                                    Name: James G. Gallagher
                                                    Title: Manager

                                                Member:

                                                USANI LLC

                                                By: /s/ James G. Gallagher
                                                    ____________________________
                                                    Name: James G. Gallagher
                                                    Title: Manager

EX-3.35

   1
                                                                    Exhibit 3.35


                            CERTIFICATE OF FORMATION
                                       OF
                               NEW-U STUDIOS LLC


                            _______________________


     This Certificate of Formation of New-U Studios LLC (the "LLC") dated as of
February 5, 1998, is being duly executed and filed by David C. McBride, Esquire,
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.

     1. NAME. The name of the limited liability company formed hereby is New-U
Studios, LLC.

     2. REGISTERED OFFICE. The address of the registered office of the limited
liability company in the State of Delaware is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801.

     3. REGISTERED AGENT. The name and address of the registered agent for
service of process on LLC in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.



                                        By: /s/ David C. McBride
                                            ___________________________
                                            David C. McBride
                                            Authorized Person


   2

                            CERTIFICATE OF AMENDMENT

                                       OF

                              NEW-U STUDIOS LLC

         1. The name of the limited liability company is New-U Studios 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:

         1. NAME. The name of the limited liability company is Studios USA LLC

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment
of New-U Studios LLC this 1st day of April, 1998.


                                        By:  /s/ Melissa Leffler
                                             ___________________________________
                                             Melissa Leffler
                                             Manager

EX-3.36

   1

                                                                    Exhibit 3.36


                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                NEW-U STUDIOS LLC

         THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 5th day of February, 1998, by and between USANi LLC, a
Delaware limited liability company ("Member"), and NEW-U STUDIOS LLC, a Delaware
limited liability company, and shall be binding upon such other individuals and
members as may be added pursuant to the terms of this Agreement.

         1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of David C. McBride, Esquire, as its duly
authorized agent in connection with the filing of a certificate of formation
(the "Certificate") with the Secretary of the State of the State of Delaware for
the purpose of forming New-U Studios LLC (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del. C.
Section 18-101, et seq. ("Act").

         2. Name of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "New-U Studios LLC."

         3. Purpose. This Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

         4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

         5. Units. A member's interests in the Company ("Units") shall for all
purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

         6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter contribute ninety-nine and seven-tenths (99.7) membership units in
New-U Television LLC, New-U Distribution LLC, New-U Pictures LLC, New-U
Development, LLC, New-U Productions LLC, New-U Talk LLC, New-U Pictures
Development LLC, and New-U First Run LLC, each a Delaware limited liability
company, to the capital of the Company. Except for the foregoing consideration,
Member shall not be obligated to make capital contributions to the Company and
all Units issued to the Member shall be nonassessable.

         7. Capital Accounts. A separate capital account shall be maintained for
each member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code), and the Treasury Regulations promulgated thereunder.
   2
         8. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated among the members in proportion to the number of Units held
by each member. It is the intent of the members that each member's distributive
shares of income, gain, loss, deduction, or credit (or item thereof) shall be
determined and allocated in accordance with this Paragraph 8 to the fullest
extent permitted by Sections 704(b) and (c) of the Code and the Treasury
Regulations promulgated thereunder.

         9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Manager. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

         10. Appointment and Removal of Manager. At any time, and from time to
time, the member or members holding a majority of the Units in the Company may
elect one or more individuals or entities to manage the Company (the "Manager").
The Manager shall be responsible for any and all such duties as the member(s)
may choose to confer upon the Manager in this Agreement. By execution of this
Agreement, Member hereby appoints USANi LLC, a Delaware limited liability
company, as initial Manager of the Company. A Manager (whether an initial or a
successor Manager) shall cease to be a Manager upon the earlier of (i) such
Manager's resignation or (ii) such Manager's removal pursuant to the affirmative
vote of the member or members holding a majority of the Units. Any vacancy in
the Manager position, whether occurring as a result of a Manager resigning or
being removed may be filled by appointment of a successor by the member or
members holding a majority of the Units in accordance with this Paragraph 10. A
Manager need not be a member or resident of the State of Delaware.

         11. Management Powers of the Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided in this
Agreement.

         12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have duties and shall hold their offices for
such terms as shall be prescribed by the Manager or by the President, as the
case may be. Any number of titles may be held by the same person. Each officer
shall hold office until his or her successor shall be duly designated and shall
qualify or until his or her death, until he or she shall resign, or until he or
she shall have been removed, either with or without cause, by Manager whenever,
in Manger's judgment, the best interests of the Company will be served thereby.
The salaries or other compensation, if any, of the officers and agents of the
Company; shall be fixed by Manager. 
   3
Any delegation pursuant to this Paragraph 12 may be revoked at any time by
Manager. As of the date hereof, Victor A. Kaufman shall be Chief Executive
Officer, James G. Held shall be President, James G. Gallagher shall be Vice
President, General Counsel and Secretary, Jed B. Trosper shall be Vice President
and Chief Operating Officer, Robert Rosenblatt shall be Vice President and
Controller, H. Steven Holtzman shall be Assistant Secretary, James Lehrburger
shall be Assistant Secretary, Lynn E. Krall shall be Assistant Treasurer and
Richard Lyon shall be Assistant Treasurer.

         13. Limitations On Authority. The authority of Manager over the conduct
of the affairs of the Company shall be subject only to such limitations as are
expressly stated in this Agreement or in the Act.

         14. Dissolution. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

         15. Transferability of Interests. A member may not assign in whole or
in part its Units without the consent of all of the other members and provided
that the transferee of such Units shall be bound by the terms of this Agreement.
Notwithstanding the first sentence of this Paragraph 15, any member may transfer
its units to USANi Sub LLC, a Delaware limited liability company ("Sub"), or
New-U Studios, Inc., a Delaware corporation (together with Sub, a "Permitted
Transferee"), without the consent of the other members. Upon any such transfer
to a Permitted Transferee, the Permitted Transferee shall be admitted as a
member and shall be bound by the terms of this Agreement. Nothing herein shall
restrict the ability of any member to pledge its Units to secure indebtedness
(including guarantee indebtness) in respect of that certain credit agreement
among USA Networks, Inc., USANi LLC, the lenders party thereto, the Chase
Manhattan Bank, as administrative agent, Bank of America National Trust &
Savings Association and The Bank of New York, as co-documentation agents, or any
renewal, extension, replacement or refinancing thereof.

         16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all of the members.

         17. Consents. Any action that may be taken by the members at a meeting
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by or on behalf of the member or members holding sufficient
Units to authorize or approve such action at such meeting.

         18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.

         19. Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.

         20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.
   4
         21. Tax Elections. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.

                            {Signature Page Follows}
   5
         IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above-written.

                                            NEW-U STUDIOS LLC
                                            By:  USANi LLC


                                            By:  /s/  James G. Gallagher
                                                 ______________________________
                                                 Name:  James G. Gallagher
                                                 Title: Manager

                                            Member:

                                            USANi LLC


                                            By:  /s/  James G. Gallagher
                                                 ______________________________
                                                 Name:  James G. Gallagher
                                                 Title: Manager

EX-3.37

   1
                                                                    Exhibit 3.37

                            CERTIFICATE OF FORMATION
                                       OF
                            USA NETWORKS PARTNER LLC

            This Certificate of Formation of USA Networks Partner LLC (the
"LLC") dated February 5, 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:
                              USA Networks Partner 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

EX-3.38

   1
                                                                    Exhibit 3.38
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                            USA NETWORKS PARTNER LLC

             THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 5th day of February, 1998, by and between USA NETWORKS
PARTNER, INC., a Delaware corporation ("Member 1"), USA NETWORKS HOLDINGS, INC.,
a Delaware corporation ("Member 2" and together with Member 1, the "Members"),
and USA NETWORKS PARTNER LLC, a Delaware limited liability company, and shall be
binding upon such other individuals and members as may be added pursuant to the
terms of this Agreement.

             1. Formation Of The Company. By execution of this Agreement, the
Members ratify and confirm the action of Brian C. Mulligan, as their duly
authorized agent in connection with the filing of a certificate of formation
(the "Certificate") with the Secretary of the State of the State of Delaware for
the purpose of forming USA Networks Partner LLC (the "Company"), a limited
liability company formed under the Delaware Limited Liability Company Act, 6
Del. C. Section 18-101, et seq. (the "Act").

             2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "USA Networks Partner LLC".

             3. Purpose. This Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

             4. Registered Office; Registered Agent. The registered office of
the Company in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801 and the
registered agent of the Company at such address is The Corporation Trust
Company.

             5. Units. A member's interests in the Company ("Units") shall for
all purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

             6. Capital Contributions By The Members. In consideration of the
issuance of ninety nine (99) Units in the Company to Member 1, Member I shall
hereafter cause the contribution to the Company of 99% of the Acquired
Partnership Interest (as defined in the Investment Agreement dated as of October
19, 1997, as amended and restated as of December 18,1997, among Universal
Studios, Inc., for itself and on behalf of certain of its subsidiaries, HSN,
Inc., Home Shopping Network, Inc., and Liberty Media Corporation, for itself and
on behalf of certain of its subsidiaries). In consideration of the issuance of
one (1) Unit in the Company to Member 2, Member 2 shall hereafter cause the
contribution to the Company of 1% of the Acquired Partnership Interest. Except
for the foregoing consideration, the Members shall not be obligated to make
capital contributions to the Company and all Units issued to the Members shall
be nonassessable.
   2
             7. Capital Accounts. A separate account shall be maintained for
each member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

             8. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated among the members in proportion to the number of Units
held by each member. It is the intent of the members that each member's
distributive share of income, gain, loss, deduction, or credit (or item thereof
shall be determined and allocated in accordance with this Paragraph 8 to the
fullest extent permitted by Sections 704(b) and (c) of the Code and the
Treasury Regulations promulgated thereunder.

             9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Members. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

             10. Appointment and Removal of Manager. At any time, and from time
to time, the member or members holding a majority of the Units in the Company
may elect one or more individuals or entities to manage the Company (the
"Manager"). The Manager shall be responsible for any and all such duties as the
member(s) may choose to confer upon the Manager in this Agreement. By execution
of this Agreement, the Members hereby appoint Melissa Leffler, as initial
Manager of the Company. A Manager (whether an initial or a successor Manager)
shall cease to be a Manager upon the earlier of (i) such Manager's resignation
or (ii) such Manager's removal pursuant to the affirmative vote of the member or
members holding a majority of the Units. Any vacancy in the Manager position,
whether occurring as a result of a Manager resigning or being removed may be
filled by appointment of a successor by the member or members holding a majority
of the Units in accordance with this Paragraph 10. A Manager need not be a
member or resident of the State of Delaware.

             11. Management Powers Of The Manager. Except for powers
specifically reserved to the members by this Agreement (if any) or by
non-waivable provisions of applicable law, as provided herein, the Company shall
be managed by the Manager, as authorized agent of the Company. The Manager shall
have the full, exclusive, and absolute right, power, and authority to manage and
control the Company and the property, assets, and business thereof. Subject to
the restrictions specifically contained in this Agreement, the Manager may make
all decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, performance of any and all other
acts Manager may deem necessary or appropriate to the Company's business.

             12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by the President, as the
case may be. Any number of titles may be
   3
held by the same person. Each officer shall hold office until his or her
successor shall be duly designated and shall qualify or until his or her death,
until he or she shall resign, or until he or she shall have been removed, either
with or without cause, by Manager whenever, in Manager's judgment, the best
interests of the Company will be served thereby. The salaries or other
compensation, if any, of the officers and agents of the Company shall be fixed
by Manager. Any delegation pursuant to this Paragraph 12 may be revoked at any
time by Manager.

             13. Limitations on Authority. The authority of Manager over the
conduct of the affairs of the Company shall be subject only to such limitations
as are expressly stated in this Agreement or in the Act.

             14. Dissolution. The Company shall dissolve, and its affairs shall
be wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

             15. Transferability of Interests. A member may not assign in whole
or in part its Units without the consent of all of the other members and
provided that the transferee of such Units shall be bound by the terms of this
Agreement. Notwithstanding the first sentence of this Paragraph 15, any member
may, directly or indirectly, cause the transfer of its Units to USANi LLC or any
of USANi LLC's direct or indirect wholly owned entities (collectively,
"Permitted Transferees"), without the consent of the other members. Upon any
such transfer to a Permitted Transferee, the Permitted Transferee shall be
admitted as a member and shall be bound by the terms of this Agreement. Nothing
herein shall restrict the ability of any member to pledge its Units to secure
indebtedness (including guarantee indebtedness) in respect of that certain
credit agreement among USA Networks, Inc., USANI LLC, the lenders party thereto,
The Chase Manhattan Bank as administrative agent, Bank of America National Trust
& Savings Association and The Bank of New York as Co-Documentation Agents, or
any renewal, extension, replacement or refinancing thereof.

             16. Admission of Additional Members. Except as provided in
Paragraph 15, one (1) or more additional members of the Company may be admitted
to the Company with the consent of all of the members.

             17. Consents. Any action that may be taken by the members at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by or on behalf of the member or members holding
sufficient Units to authorize or approve such action at such meeting.

             18. Amendments. Except as otherwise provided in this Agreement,
this Agreement may be amended only by an affirmative vote of the member or
members holding a majority of the Units.

             19. Governing Law. This Agreement shall be construed and enforced
in accordance with, and governed by, the laws of the State of Delaware.

             20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

             21. Tax Election. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.
   4
             IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above written.

                                          USA NETWORKS PARTNER LLC

                                          By: /s/ Melissa Leffler
                                             ________________________________
                                               Name:  Melissa Leffler
                                               Title: Manager

                                          Members:

                                          USA NETWORKS PARTNER, INC.


                                          By: /s/ Brian C. Mulligan
                                             ________________________________
                                               Name:  Brian C. Mulligan
                                               Title: Senior Vice President


                                          USA NETWORKS HOLDING, INC.

                                          By: /s/ Brian C. Mulligan
                                             ________________________________
                                               Name:  Brian C. Mulligan
                                               Title: Senior Vice President

EX-3.40

   1
                                                                    Exhibit 3.40
                            CERTIFICATE OF FORMATION

                                       OF

                              NEW-U TELEVISION LLC

         This Certificate of Formation of New-U Television 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 Television 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 TELEVISION LLC

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

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

                                   By:  /s/ Melissa Leffler
                                        ________________________
                                        Melissa Leffler
                                        Manager

EX-3.41

   1
                                                                    Exhibit 3.41

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                              NEW-U TELEVISION LLC

             THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 4th day of February, 1998, by and between UNIVERSAL CITY
STUDIOS, INC., a Delaware corporation, as the sole member ("Member"), and NEW-U
TELEVISION LLC, a Delaware limited liability company, and shall be binding upon
such other individuals and members as may be added pursuant to the terms of this
Agreement.

             1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of Brian C. Mulligan, as its duly authorized
agent in connection with the filing of a certificate of formation (the
"Certificate") with the Secretary of the State of the State of Delaware for the
purpose of forming New-U Television LLC (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del C.
Section 18-101, et seq. (the "Act")

             2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "New-U Television LLC".

             3. Purpose. This Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

             4. Registered Office; Registered Agent. The registered office of
the Company in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801 and the
registered agent of the Company at such address is The Corporation Trust
Company.

             5. Units. A member's interests in the Company ("Units") shall for
all purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

             6. Capital Contributions By The Sole Member. In consideration of
the issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the contribution to the Company, of certain of its rights and
obligations as contemplated by Section 1.5 of the Investment Agreement dated as
of October 19, 1997, as amended and restated as of December 18, 1997, among
Universal Studios, Inc., for itself and on behalf of certain of its
subsidiaries, HSN, Inc., Home Shopping Network, Inc., and Liberty Media
Corporation, for itself and on behalf of certain of its subsidiaries. Except for
the foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable.
   2
             7. Capital Accounts. A separate account shall be maintained for
each member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

             8. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated among the members in proportion to the number of Units
held by each member. It is the intent of the members that each member's
distributive share of income, gain, loss, deduction, or credit (or item thereof)
shall be determined and allocated in accordance with this Paragraph 8 to the
fullest extent permitted by Sections 704(b) and (c) of the Code and the
Treasury Regulations promulgated thereunder.

             9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Member. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

             10. Appointment and Removal of Manager. At any time, and from time
to time, the member or members holding a majority of the Units in the Company
may elect one or more individuals or entities to manage the Company (the
"Manager"). The Manager shall be responsible for any and all such duties as the
member(s) may choose to confer upon the Manager in this Agreement. By execution
of this Agreement, Member hereby appoints Melissa Leffler, as initial Manager of
the Company. A Manager (whether an initial or a successor Manager) shall cease
to be a Manager upon the earlier of (i) such Manager's resignation or (ii) such
Manager's removal pursuant to the affirmative vote of the member or members
holding a majority of the Units. Any vacancy in the Manager position, whether
occurring as a result of a Manager resigning or being removed may be filled by
appointment of a successor by the member or members holding a majority of the
Units in accordance with this Paragraph 10. A Manager need not be a member or
resident of the State of Delaware.

             11. Management Powers Of The Manager. Except for powers
specifically reserved to the members by this Agreement (if any) or by
non-waivable provisions of applicable law, as provided herein, the Company shall
be managed by the Manager, as authorized agent of the Company. The Manager shall
have the full, exclusive, and absolute right, power, and authority to manage and
control the Company and the property, assets, and business thereof. Subject to
the restrictions specifically contained in this Agreement, the Manager may make
all decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, performance of any and all other
acts Manager may deem necessary or appropriate to the Company's business.

             12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company.
   3
Such other officers and agents shall have such duties and shall hold their
offices for such terms as shall be prescribed by the Manager or by the
President, as the case may be. Any number of titles may be held by the same
person. Each officer shall hold office until his or her successor shall be duly
designated and shall qualify or until his or her death, until he or she shall
resign, or until he or she shall have been removed, either with or without
cause, by Manager whenever, in Manager's judgment, the best interests of the
Company will be served thereby. The salaries or other compensation, if any, of
the officers and agents of the Company shall be fixed by Manager. Any delegation
pursuant to this Paragraph 12 may be revoked at any time by Manager.

             13. Limitations on Authority. The authority of Manager over the
conduct of the affairs of the Company shall be subject only to such limitations
as are expressly stated in this Agreement or in the Act.

             14. Dissolution. The Company shall dissolve, and its affairs shall
be wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

             15. Transferability of Interests. A member may not assign in whole
or in part its Units without the consent of all of the other members and
provided that the transferee of such Units shall be bound by the terms of this
Agreement. Notwithstanding the first sentence of this Paragraph 15, any member
may, directly or indirectly, cause the transfer of its Units to USANi LLC or any
of USANi LLC's direct or indirect wholly owned entities (collectively,
"Permitted Transferees"), without the consent of the other members. Upon any
such transfer to a Permitted Transferee, the Permitted Transferee shall be
admitted as a member and shall be bound by the terms of this Agreement. Nothing
herein shall restrict the ability of any member to pledge its Units to secure
indebtedness (including guarantee indebtedness) in respect of that certain
credit agreement among USA Networks, Inc., USANI LLC, the lenders party thereto,
The Chase Manhattan Bank as administrative agent, Bank of America National Trust
& Savings Association and The Bank of New York as Co-Documentation Agents, or
any renewal, extension, replacement or refinancing thereof.

             16. Admission of Additional Members. Except as provided in
Paragraph 15, one (1) or more additional members of the Company may be admitted
to the Company with the consent of all of the members.

             17. Consents. Any action that may be taken by the members at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by or on behalf of the member or members holding
sufficient Units to authorize or approve such action at such meeting.

             18. Amendments. Except as otherwise provided in this Agreement,
this Agreement may be amended only by an affirmative vote of the member or
members holding a majority of the Units.

             19. Governing Law. This Agreement shall be construed and enforced
in accordance with, and governed by, the laws of the State of Delaware.
   4
             20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

             21. Tax Election. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.
   5
            IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above written.


                                          NEW-U TELEVISION LLC

                                          By: /s/ Melissa Leffler
                                              _________________________________
                                                 Name: Melissa Leffler
                                                 Title:  Manager

                                          Member:

                                          UNIVERSAL CITY STUDIOS, INC.


                                          By: /s/ Brian C. Mulligan
                                              _________________________________
                                                Name:  Brian C. Mulligan
                                                Title:  Senior Vice President

EX-3.42

   1
                                                                    Exhibit 3.42

                            CERTIFICATE OF FORMATION

                                       OF

                               NEW-U FIRST RUN LLC

         This Certificate of Formation of New-U First Run 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 First Run 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 FIRST RUN LLC

         1. The name of the limited liability company is New-U FIRST RUN 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 FIRST RUN Television LLC

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


                                        By:  /s/ Melissa Leffler
                                             ___________________________________
                                             Melissa Leffler
                                             Manager

EX-3.43

   1
                                                                    Exhibit 3.43

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                               NEW-U FIRST RUN LLC

             THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 4th day of February, 1998, by and between UNIVERSAL
TELEVISION ENTERPRISES PRODUCTIONS, INC., a California corporation, as the sole
member ("Member"), and NEW-U FIRST RUN LLC, a Delaware limited liability
company, and shall be binding upon such other individuals and members as may be
added pursuant to the terms of this Agreement.

             1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of Brian C. Mulligan, as its duly authorized
agent in connection with the filing of a certificate of formation (the
"Certificate") with the Secretary of the State of the State of Delaware for the
purpose of forming New-U First Run LLC (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del. C.
Section 18-101, et seq. (the "Act").

             2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "New-U First Run LLC".

             3. Purpose. This Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

             4. Registered Office; Registered Agent. The registered office of
the Company in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801 and the
registered agent of the Company at such address is The Corporation Trust
Company.

             5. Units. A member's interests in the Company ("Units") shall for
all purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or properly, including assets or properly
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

             6. Capital Contributions By The Sole Member. In consideration of
the issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the contribution to the Company, of certain of its rights and
obligations as contemplated by Section 1.5 of the Investment Agreement dated as
of October 19, 1997, as amended and restated as of December 18, 1997, among
Universal Studios, Inc., for itself and on behalf of certain of its
subsidiaries, HSN, Inc., Home Shopping Network, Inc., and Liberty Media
Corporation, for itself and on behalf of certain of its subsidiaries. Except for
the foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable.
   2
            7. Capital Accounts. A separate account shall be maintained for each
member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

            8. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated among the members in proportion to the number of Units
held by each member. It is the intent of the members that each member's
distributive share of income, gain, loss, deduction, or credit (or item thereof)
shall be determined and allocated in accordance with this Paragraph 8 to the
fullest extent permitted by Sections 704(b) and (c) of the Code and the
Treasury Regulations promulgated thereunder.

            9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Member. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

            10. Appointment and Removal of Manager. At any time, and from time
to time, the member or members holding a majority of the Units in the Company
may elect one or more individuals or entities to manage the Company (the
"Manager"). The Manager shall be responsible for any and all such duties as the
member(s) may choose to confer upon the Manager in this Agreement. By execution
of this Agreement, Member hereby appoints Melissa Leffler, as initial Manager of
the Company A Manager (whether an initial or a successor Manager) shall cease to
be a Manager Upon the earlier of (i) such Manager's resignation or (ii) such
Manager's removal pursuant to the affirmative vote of the member or members
holding a majority of the Units. Any vacancy in the Manager position, whether
occurring as a result of a Manager resigning or being removed may be filled by
appointment of a successor by the member or members holding a majority of the
Units in accordance with this Paragraph 10. A Manager need not be a member or
resident of the State of Delaware.

            11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, performance of any and all other
acts Manager may deem necessary or appropriate to the Company's business.

            12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by
   3
the President, as the case may be. Any number of titles may be held by the same
person. Each officer shall hold office until his or her successor shall be duly
designated and shall qualify or until his or her death, until he or she shall
resign, or until he or she shall have been removed, either with or without
cause, by Manager whenever, in Manager's judgment, the best interests of the
Company will be served thereby. The salaries or other compensation, if any, of
the officers and agents of the Company shall be fixed by Manager. Any delegation
pursuant to this Paragraph 12 may be revoked at any time by Manager.

             13. Limitations on Authority. The authority of Manager over the
conduct of the affairs of the Company shall be subject only to such limitations
as are expressly stated in this Agreement or in the Act.

             14. Dissolution. The Company shall dissolve, and its affairs shall
be wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry; of a decree of judicial dissolution under Section
18-802 of the Act.

             15. Transferability of Interests. A member may not assign in whole
or in part its Units without the consent of all of the other members and
provided that the transferee of such Units shall be bound by the terms of this
Agreement. Notwithstanding the first sentence of this Paragraph 15, any member
may, directly or indirectly, cause the transfer of its Units to USANi LLC or any
of USANi LLC's direct or indirect wholly owned entities (collectively,
"Permitted Transferees"), without the consent of the other members. Upon any
such transfer to a Permitted Transferee, the Permitted Transferee shall be
admitted as a member and shall be bound by the terms of this Agreement. Nothing
herein shall restrict the ability of any member to pledge its Units to secure
indebtedness (including guarantee indebtedness) in respect of that certain
credit agreement among USA Networks, Inc., USANI LLC, the lenders party thereto,
The Chase Manhattan Bank as administrative agent Bank of America National Trust
& Savings Association and The Bank of New York as Co-Documentation Agents, or
any renewal, extension, replacement or refinancing thereof.

             16. Admission of Additional Members. Except as provided in
Paragraph 15, one (1) or more additional members of the Company may be admitted
to the Company with the consent of all of the members.

             17. Consents. Any action that may be taken by the members at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by or on behalf of the member or members holding
sufficient Units to authorize or approve such action at such meeting.

             18. Amendments. Except as otherwise provided in this Agreement,
this Agreement may be amended only by an affirmative vote of the member or
members holding a majority of the Units.

            19. Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.

            20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.
   4
            21. Tax Election. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.
   5
            IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above written,


                                          NEW-U FIRST RUN LLC


                                          By: /s/ Melissa Leffler
                                              _________________________________
                                                Name:  Melissa Leffler
                                                Title: Manager

                                          Member:

                                          UNIVERSAL TELEVISION ENTERPRISES
                                          PRODUCTIONS, INC.


                                          By: /s/ Brian C. Mulligan
                                              _________________________________
                                                Name:   Brian C. Mulligan
                                                Title:  Senior Vice President

EX-3.44

   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

EX-3.45

   1
                                                                   Exhibit 3.45

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                               NEW-U PICTURES LLC

            THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 4th day of February, 1998, by and between UNIVERSAL
TELEVISION ENTERTAINMENT, INC., a California corporation, as the sole member
("Member"), and NEW-U PICTURES LLC, a Delaware limited liability company, and
shall be binding upon such other individuals and members as may be added
pursuant to the terms of this Agreement.

            1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of Brian C. Mulligan, as its duly authorized
agent in connection with the filing of a certificate of formation (the
"Certificate") with the Secretary of the State of the State of Delaware for the
purpose of forming New-U Pictures LLC (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del. C.
Section 18-101, et seq. (the "Act").

            2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "New-U Pictures LLC".

            3. Purpose. This Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

            4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

            5. Units. A member's interests in the Company ("Units") shall for
all purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

            6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the contribution to the Company, of certain of its rights and
obligations as contemplated by Section 1.5 of the Investment Agreement dated as
of October 19, 1997, as amended and restated as of December 18, 1997, among
Universal Studios, Inc., for itself and on behalf of certain of its
subsidiaries, HSN, Inc., Home Shopping Network, Inc., and Liberty Media
Corporation, for itself and on behalf of certain of its subsidiaries. Except for
the foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable.

   2

            7. Capital Accounts. A separate account shall be maintained for each
member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

            8. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated among the members in proportion to the number of Units
held by each member. It is the intent of the members that each member's
distributive share of income, gain, loss, deduction, or credit (or item thereof)
shall be determined and allocated in accordance with this Paragraph 8 to the
fullest extent permitted by Sections 704(b) and (c) of the Code and the
Treasury Regulations promulgated thereunder.

            9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Member. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

            10. Appointment and Removal of Manager. At any time, and from time
to time, the member or members holding a majority of the Units in the Company
may elect one or more individuals or entities to manage the Company (the
"Manager"). The Manager shall be responsible for any and all such duties as the
member(s) may choose to confer upon the Manager in this Agreement. By execution
of this Agreement, Member hereby appoints Melissa Leffler, as initial Manager of
the Company. A Manager (whether an initial or a successor Manager) shall cease
to be a Manager upon the earlier of (i) such Manager's resignation or (ii) such
Manager's removal pursuant to the affirmative vote of the member or members
holding a majority of the Units. Any vacancy in the Manager position, whether
occurring as a result of a Manager resigning or being removed may be filled by
appointment of a successor by the member or members holding a majority of the
Units in accordance with this Paragraph 10. A Manager need not be a member or
resident of the State of Delaware.

            11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, performance of any and all other
acts Manager may deem necessary or appropriate to the Company's business.

            12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by the President, as the
case may be.

   3

Any number of titles may be held by the same person. Each officer shall hold
office until his or her successor shall be duly designated and shall qualify or
until his or her death, until he or she shall resign, or until he or she shall
have been removed, either with or without cause, by Manager whenever, in
Manager's judgment, the best interests of the Company will be served thereby.
The salaries or other compensation, if any, of the officers and agents of the
Company shall be fixed by Manager. Any delegation pursuant to this Paragraph 12
may be revoked at any time by Manager.

            13. Limitations on Authority. The authority of Manager over the
conduct of the affairs of the Company shall be subject only to such limitations
as are expressly stated in this Agreement or in the Act.

            14. Dissolution. The Company shall dissolve, and its affairs shall
be wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

            15. Transferability of Interests. A member may not assign in whole
or in part its Units without the consent of all of the other members and
provided that the transferee of such Units shall be bound by the terms of this
Agreement. Notwithstanding the first sentence of this Paragraph 15, any member
may, directly or indirectly, cause the transfer of its Units to USANi LLC or any
of USANi LLC's direct or indirect wholly owned entities (collectively,
"Permitted Transferees"), without the consent of the other members. Upon any
such transfer to a Permitted Transferee, the Permitted Transferee shall be
admitted as a member and shall be bound by the terms of this Agreement. Nothing
herein shall restrict the ability of any member to pledge its Units to secure
indebtedness (including guarantee indebtedness) in respect of that certain
credit agreement among USA Networks, Inc., USANI LLC, the lenders party thereto,
The Chase Manhattan Bank as administrative agent, Bank of America National Trust
& Savings Association and The Bank of New York as Co-Documentation Agents, or
any renewal, extension, replacement or refinancing thereof.

            16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all of the members.

            17. Consents. Any action that may be taken by the members at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by or on behalf of the member or members holding
sufficient Units to authorize or approve such action at such meeting.

            18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.

            19. Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.

            20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

            21. Tax Election. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.

   4

            IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above written.

                                    NEW-U PICTURES LLC


                                    By: /s/ Melissa Leffler
                                        ________________________________
                                        Name:  Melissa Leffler
                                        Title: Manager


                                    Member:

                                    UNIVERSAL TELEVISION ENTERTAINMENT, INC.


                                    By: /s/ Brian C. Mulligan
                                        ________________________________
                                        Name:  Brian C. Mulligan
                                        Title: Senior Vice President

EX-3.46

   1
                                                                    EXHIBIT 3.46

                            CERTIFICATE OF FORMATION
                                       OF
                              NEW-U DEVELOPMENT LLC

         This Certificate of Formation of New-U Development 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 Development 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 DEVELOPMENT LLC

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

2.    The Certificate of Formation of the limited liability company is hereby
      amended as follows:

  Article 1 is hereby amended and restated to read in its entirety as follows:

              First: The name of the limited liability company is:

                           Studios USA Development LLC

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


                                          /s/ Melissa Leffler
                                          ______________________________
                                          Melissa Leffler
                                          Manager

EX-3.47

   1
                                                                    EXHIBIT 3.47

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                              NEW-U DEVELOPMENT LLC

            THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 4th day of February, 1998, by and between PARTNER TELEVISION
INC., a Delaware corporation, as the sole member ("Member"), and NEW-U
DEVELOPMENT LLC, a Delaware limited liability company, and shall be binding upon
such other individuals and members as may be added pursuant to the terms of this
Agreement.

            1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of Brian C. Mulligan, as its duly authorized
agent in connection with the filing of a certificate of formation (the
"Certificate") with the Secretary of the State of the State of Delaware for the
purpose of forming New-U Development LLC (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del. C.
Section 18-101, et seq. (the "Act")

            2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "New-U Development LLC".

            3. Purpose. This Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

            4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

            5. Units. A member's interests in the Company ("Units") shall for
all purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

            6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the contribution to the Company, of certain of its rights and
obligations as contemplated by Section 1.5 of the Investment Agreement dated as
of October 19, 1997, as amended and restated as of December 18, 1997, among
Universal Studios, Inc., for itself and on behalf of certain of its
subsidiaries, HSN, Inc., Home Shopping Network, Inc., and Liberty Media
Corporation, for itself and on behalf of certain of its subsidiaries. Except for
the foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable.
   2
            7. Capital Accounts. A separate account shall be maintained for each
member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

            8. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated among the members in proportion to the number of Units
held by each member. It is the intent of the members that each member's
distributive share of income, gain, loss, deduction, or credit (or item thereof)
shall be determined and allocated in accordance with this Paragraph 8 to the
fullest extent permitted by Sections 704(b) and (c) of the Code and the
Treasury Regulations promulgated thereunder.

            9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Member. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

            10. Appointment and Removal of Manager. At any time, and from time
to time, the member or members holding a majority of the Units in the Company
may elect one or more individuals or entities to manage the Company (the
"Manager"). The Manager shall be responsible for any and all such duties as the
member(s) may choose to confer upon the Manager in this Agreement. By execution
of this Agreement, Member hereby appoints Melissa Leffler, as initial Manager of
the Company. A Manager (whether an initial or a successor Manager) shall cease
to be a Manager upon the earlier of (i) such Manager's resignation or (ii) such
Manager's removal pursuant to the affirmative vote of the member or members
holding a majority of the Units. Any vacancy in the Manager position, whether
occurring as a result of a Manager resigning or being removed may be filled by
appointment of a successor by the member or members holding a majority of the
Units in accordance with this Paragraph 10. A Manager need not be a member or
resident of the State of Delaware.

            11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, performance of any and all other
acts Manager may deem necessary or appropriate to the Company's business.

            12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also
   3
have such powers and duties as from time to time may be conferred by the
Manager. The Manager or the President may from time to time appoint such other
officers (including one (1) or more Vice Presidents, Assistant Secretaries and
Assistant Treasurers) and such agents, as may be necessary or desirable for the
conduct of the business of the Company. Such other of officers and agents shall
have such duties and shall hold their offices for such terms as shall be
prescribed by the Manager or by the President, as the case may be. Any number of
titles may be held by the same person. Each officer shall hold office until his
or her successor shall be duly designated and shall qualify or until his or her
death, until he or she shall resign, or until he or she shall have been removed,
either with or without cause, by Manager whenever, in Manager's judgment, the
best interests of the Company will be served thereby. The salaries or other
compensation, if any, of the officers and agents of the Company shall be fixed
by Manager. Any delegation pursuant to this Paragraph 12 may be revoked at any
time by Manager

            13. Limitations on Authority. The authority of Manager over the
conduct of the affairs of the Company shall be subject only to such limitations
as are expressly stated in this Agreement or in the Act.

            14. Dissolution. The Company shall dissolve, and its affairs shall
be wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

            15. Transferability of Interests. A member may not assign in whole
or in part its Units without the consent of all of the other members and
provided that the transferee of such Units shall be bound by the terms of this
Agreement. Notwithstanding the first sentence of this Paragraph 15, any member
may, directly or indirectly, cause the transfer of its Units to USANi LLC or any
of USANi LLC's direct or indirect wholly owned entities (collectively,
"Permitted Transferees"), without the consent of the other members. Upon any
such transfer to a Permitted Transferee, the Permitted Transferee shall be
admitted as a member and shall be bound by the terms of this Agreement. Nothing
herein shall restrict the ability of any member to pledge its Units to secure
indebtedness (including guarantee indebtedness) in respect of that certain
credit agreement among USA Networks, Inc., USANI LLC, the lenders party thereto,
The Chase Manhattan Bank as administrative agent, Bank of America National Trust
& Savings Association and The Bank of New York as Co-Documentation Agents, or
any renewal, extension, replacement or refinancing thereof.

            16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all of the members.

            17. Consents. Any action that may be taken by the members at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by or on behalf of the member or members holding
sufficient Units to authorize or approve such action at such meeting.

            18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.
   4
            19. Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.

            20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

            21. Tax Election. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.
   5
            IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above written

                                    NEW-U DEVELOPMENT LLC


                                    By: Melissa Leffler
                                        ________________________________
                                        Name:  Melissa Leffler
                                        Title: Manager


                                    Member:

                                    PARTNER TELEVISION, INC.


                                    By: /s/ Brian C. Mulligan
                                        ________________________________
                                        Name:  Brian C. Mulligan
                                        Title: Senior Vice President

EX-3.48

   1
                                                                 Exhibit 3.48

                            CERTIFICATE OF FORMATION
                                       OF
                              NEW-U PRODUCTIONS LLC



              This Certificate of Formation of New-U Productions 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 Productions LLC

         SECOND:   The address of the registered office of the LLC in the State
                   of Delaware is:

                             1209 Orange Street
                             New Castel 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 PRODUCTIONS LLC

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

2.   The Certificate of Formation of the limited liability company is hereby
     amended as follows:

              Article 1 is hereby amended and restated to read in its entirety
              as follows:

                   FIRST:    The name of the limited liability company is:

                                  Studios USA Reality Television LLC

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



                                       /s/ Melissa Leffler
                                       ________________________
                                       Melissa Leffler
                                       Manager

EX-3.49

   1
                                                                    Exhibit 3.49
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                              NEW-U PRODUCTIONS LLC

              THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 4th day of February, 1998, by and between PARTNER TELEVISION
PRODUCTIONS, INC., a Delaware corporation, as the sole member ("Member"), and
NEW-U PRODUCTIONS LLC, a Delaware limited liability company, and shall be
binding upon such other individuals and members as may be added pursuant to the
terms of this Agreement.

              1. Formation Of The Company. By execution of this Agreement,
Member ratifies and confirms the action of Brian C. Mulligan, as its duly
authorized agent in connection with the filing of a certificate of formation
(the "Certificate") with the Secretary of the State of the State of Delaware for
the purpose of forming New-U Productions LLC (the "Company"), a limited
liability company formed under the Delaware Limited Liability Company Act, 6
Del. C. Section 18-101, et seq. (the "Act").

              2. Name Of The Company. The name of the company to be stated in
the Certificate and the limited liability company governed by this Agreement
shall be "New-U Productions LLC".

              3. Purpose. This Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

              4. Registered Office; Registered Agent. The registered office of
the Company in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801 and the
registered agent of the Company at such address is The Corporation Trust
Company.

              5. Units. A member's interests in the Company ("Units") shall for
all purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

              6. Capital Contributions By The Sole Member. In consideration of
the issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the contribution to the Company, of certain of its rights and
obligations as contemplated by Section 1.5 of the Investment Agreement dated as
of October 19, 1997, as amended and restated as of December 18, 1997, among
Universal Studios, Inc., for itself and on behalf of certain of its
subsidiaries, HSN, Inc., Home Shopping Network, Inc., and Liberty Media
Corporation, for itself and on behalf of certain of its subsidiaries.
   2
Except for the foregoing consideration, Member shall not be obligated to make
capital contributions to the Company and all Units issued to Member shall be
nonassessable.

              7. Capital Accounts. A separate account shall be maintained for
each member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

              8. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated among the members in proportion to the number of Units
held by each member. It is the intent of the members that each member's
distributive share of income, gain, loss, deduction, or credit (or item thereof)
shall be determined and allocated in accordance with this Paragraph 8 to the
fullest extent permitted by Sections 704(b) and (c) of the Code and the
Treasury Regulations promulgated thereunder.

              9. Distributions. Distributions shall be made to the members at
the times and in the aggregate amounts determined by the Member. Such
distributions shall be allocated among the members in proportion to the number
of Units held by each member.

              10. Appointment and Removal of Manager. At any time, and from time
to time, the member of members holding a majority of the Units in the Company
may elect one or more individuals or entities to manage the Company (the
"Manager"). The Manager shall be responsible for any and all such duties as the
member(s) may choose to confer upon the Manager in this Agreement. By execution
of this Agreement, Member hereby appoints Melissa Leffler, as initial Manager of
the Company. A Manager (whether an initial or a successor manager) shall cease
to be a Manager upon the earlier of (i) such Manager's resignation or (ii) such
Manager's removal pursuant to the affirmative vote of the member or members
holding a majority of the Units. Any vacancy in the Manager position, whether
occurring as a result of a Manager resigning or being removed may be filled by
appointment of a successor by the member or members holding a majority of the
Units in accordance with this Paragraph 10. A Manager need not be a member or
resident of the State of Delaware.

              11. Management Powers Of The Manager. Except for powers
specifically reserved to the members by this Agreement (if any) or by
non-waivable provisions of applicable law, as provided herein, the Company shall
be managed by the Manager, as authorized agent of the Company. The Manager shall
have the full, exclusive, and absolute right, power, and authority to manage and
control the Company and the property, assets, and business thereof. Subject to
the restrictions specifically contained in this Agreement, the Manager may make
all decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, performance of any and all other
acts Manager may deem necessary or appropriate to the Company's business.
   3
              12. Officers. The officers of the Company shall be appointed by
the Manager and shall include a President, a Secretary, a Treasurer, and such
other officers as the Manger from time to time may deem proper. Unless the
Manger decides otherwise, all officers so designated shall each have such powers
and duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by the President, as the
case may be. Any number of titles may be held by the same person. Each officer
shall hold office until his or her successor shall be duly designated and shall
qualify or until his or her death, until he or she shall resign, or until he or
she shall have been removed, either with or without cause, by Manager whenever,
in Manager's judgment, the best interests of the Company will be served thereby.
The salaries or other compensation, if any, of the officers and agents of the
Company shall be fixed by Manager. Any delegation pursuant to this Paragraph 12
maybe revoked at any time by Manager.

              13. Limitations on Authority. The authority of Manager over the
conduct of the affairs of the Company shall be subject only to such limitations
as are expressly stated in this Agreement or in the Act.

              14. Dissolution. The Company shall dissolve, and its affairs shall
be wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

              15. Transferability of Interests. A member may not assign in whole
or in part its Units without the consent of all of the other members an provided
that the transferee of such Units shall be bound by the terms of this Agreement.
Notwithstanding the first sentence of this Paragraph 15, any member may,
directly of indirectly, cause the transfer of its Units to USANi LLC or any of
USANi LLC's direct or indirect wholly owned entities (collectively, "Permitted
Transferees"), without the consent of the other members. Upon any such transfer
to a Permitted Transferee, the Permitted Transferee shall be admitted as a
member and shall be bound by the terms of this Agreement. Nothing herein shall
restrict the ability of any member to pledge its Units to secure indebtedness
(including guarantee indebtedness) in respect of that certain credit agreement
among USA Networks, Inc., USANI LLC, the lenders party thereto, The Chase
Manhattan Bank as administrative agent, Bank of America National Trust & Savings
Association and The Bank of New York as Co-Documentation Agents, or any renewal,
extension, replacement or refinancing thereof.

              16. Admission of Additional Members. Except as provided in
Paragraph 15, one (1) or more additional members of the Company may be admitted
to the Company with the consent of the members.
   4
              17. Consents. Any action that may be taken by the members at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by or on behalf of the member or members holding
sufficient Units to authorize or approve such action at such meeting.

              18. Amendments. Except as otherwise provided in this Agreement,
this Agreement may be amended only by an affirmative vote of the member or
members holding a majority of the Units.

              19. Governing Law. This Agreement shall be construed and enforced
in accordance with, and governed by, the laws of the State of Delaware.

              20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

              21. Tax Election. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.
   5
              IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above written.

                                       NEW-U PRODUCTIONS LLC



                                       By: /s/ Melissa Leffler
                                          ____________________
                                               Name:  Melissa Leffler
                                               Title: Manager

                                       Member:


                                       PARTNER TELEVISION
                                       PRODUCTIONS, INC.


                                       By: /s/ Brian C. Mulligan
                                          ______________________
                                               Name:  Brian C. Mulligan
                                               Title: Senior Vice President

EX-3.50

   1

                                                                    Exhibit 3.50


                            CERTIFICATE OF FORMATION
                                       OF
                                 NEW-U TALK LLC




         This Certificate of Formation of New-U Talk 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 Talk 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 TALK LLC

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

2.    The Certificate of Formation of the limited liability company is hereby
      amended as follows:

  Article 1 is hereby amended and restated to read in its entirety as follows:

              First: The name of the limited liability company is:

                         Studios USA Talk Television LLC

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


                                          /s/ Melissa Leffler
                                          _______________________________
                                          Melissa Leffler
                                          Manager

EX-3.51

   1

                                                                    Exhibit 3.51


                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                 NEW-U TALK LLC

      THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made effective
as of the 4th day of February, 1998, by and between U-TALK ENTERPRISES, INC., a
Delaware corporation, and NEW U TALK LLC, a Delaware limited liability company,
and shall be binding upon such other individuals and members as may be added
pursuant to the terms of this Agreement.

            1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of Brian C. Mulligan, as its duly authorized
agent in connection with the filing of a certificate of formation (the
"Certificate") with the Secretary of the State of the State of Delaware for the
purpose of forming New-U TALK LLC (the "Company"), a limited liability company
formed under the Delaware Limited Liability Company Act, 6 Del. C. Section
18-101, et seq. (the "Act").

            2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "New-U TALK LLC".

            3. Purpose. This Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

            4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

            5. Units. A member's interests in the Company ("Units") shall for
all purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

            6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the contribution to the Company, of certain of its rights and
obligations as contemplated by Section 1.5 of the Investment Agreement dated as
of the October 19, 1997, as amended and restated as of December 18, 1997, as
amended and restated as of December 18, 1998, among Universal Studios, Inc., for
itself and on behalf of certain of its subsidiaries, HSN, Inc., Home Shopping
Network, Inc., and Liberty Media Corporation, for itself and on behalf of
certain of 

   2

its subsidiaries. Except for the foregoing consideration, Member shall not be
obligated to make capital contributions to the Company and all Units issued to
Member shall be nonassessable.

            7. Capital Accounts. A separate account shall be maintained for each
member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

            8. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated among the members in proportion to the number of Units
held by each member. It is the intent of the members that each member's
distributive share of income, gain, loss, deduction, or credit (or item thereof)
shall be determined and allocated in accordance with this Paragraph 8 to the
fullest extent permitted by Sections 704 (b) and (c) of the Code and the
Treasury Regulations promulgated thereunder.

            9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Member. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

            10. Appointment and Removal of Manager. At any time, and from time
to time, the member or members holding a majority of the Units in the Company
may elect one or more individuals or entities to manage the Company (the
"Manager"). The Manager shall be responsible for any and all such duties as the
member(s) may choose to confer upon the Manager in this Agreement. By execution
of this Agreement, Member hereby appoints Melissa Leffler, as initial Manager of
the Company. A Manager (whether an initial or a successor Manager) shall cease
to be a Manager upon the earlier of (i) such Manager's resignation or (ii) such
Manager's removal pursuant to the affirmative vote of the member or members
holding a majority of the Units. Any vacancy in the Manager position, whether
occurring as a result of a Manager resigning or being removed may be filled by
appointment of a successor by the member or members holding a majority of the
Units in accordance with this Paragraph 10. A Manager need not be a member or
resident of the State of Delaware.

            11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, 

   3

performance of any and all other acts Manager may deem necessary or appropriate
to the Company's business.

            12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall have such powers and duties
as generally pertain to their respective corresponding offices in a corporation
incorporated under the Delaware General Corporation Law. Such officers shall
also have such powers and duties as from time to time may be conferred by the
Manager. The Manager or the President may from time to time appoint such other
officers (including one (1) or more Vice Presidents, Assistant Secretaries and
Assistant Treasurers) and such agents, as may be necessary or desirable for the
conduct of the business of the Company. Such other officers and agents shall
have such duties and shall hold their offices for such terms as shall be
prescribed by the Manager or by the President, as the case may be. Any number of
titles may be held by the same person. Each officer shall hold office until his
or her successor shall be duly designated and shall qualify or until his or her
death, until he or she shall resign, or until he or she shall be been removed,
either with or without cause, by Manager whenever, in Manager's judgment, the
best interests of the Company will be served thereby. The salaries or other
compensation, if any, of the officers and agents of the Company shall be fixed
by Manager. Any delegation pursuant to this Paragraph 12 may be revoked at any
time by Manager.

            13. Limitations on Authority. The authority of Manager over the
conduct of the affairs of the Company shall be subject only to such limitations
as are expressly stated in this Agreement or in the Act.

            14. Dissolution. The Company shall dissolve, and its affairs shall
be wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

            15. Transferability of Interests. A member may not assign in whole
or in part its Units without the consent of all of the other members and
provided that the transferee of such Units shall be bound by the terms of this
Agreement. Notwithstanding the first sentence of this Paragraph 15, any member
may, directly or indirectly, cause the transfer of its Units to USANi LLC or any
of USANi LLC's direct or indirect wholly owned entities (collectively,
"Permitted Transferees"), without the consent of the other members. Upon any
such transfer to a Permitted Transferee, the Permitted Transferee shall be
admitted as a member and shall be bound by the terms of this Agreement. Nothing
herein shall restrict the ability of any member to pledge its Units to secure
indebtedness (including guarantee indebtedness) in respect of that certain
credit agreement among USA Networks, Inc., USANI LLC, the lenders party thereto,
The Chase Manhattan Bank as administrative agent, Bank of America National Trust
& Savings Association and The Bank of New York as Co-Documentation Agents, or
any renewal, extension, replacement or refinancing thereof.

   4

            16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all the members.

            17. Consents. Any action that may be taken by the members at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by or on behalf of the member or members holding
sufficient Units to authorize or approve such action at such meeting.

            18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.

            19. Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.

            20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

            21. Tax Election. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.

   5

            IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above written.

                                    NEW-U TALK LLC


                                    By: /s/ Melissa Leffler
                                        ______________________________
                                        Name:  Melissa Leffler
                                        Title: Manager

                                    Member:

                                    U-TALK ENTERPRISES, INC.



                                    By: /s/ Brian C. Mulligan
                                        ______________________________
                                        Name:  Brian C. Mulligan
                                        Title: Senior Vice President

EX-3.52

   1

                                                                    Exhibit 3.52


                            CERTIFICATE OF FORMATION

                                       OF

                         NEW-U PICTURES DEVELOPMENT LLC

         This Certificate of Formation of New-U Pictures Development 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 Development 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 DEVELOPMENT LLC


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

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


                                   By:  /s/ Melissa Leffler
                                        ___________________
                                        Melissa Leffler
                                        Manager

EX-3.53

   1
                                                                    Exhibit 3.53
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                         NEW-U PICTURES DEVELOPMENT LLC

      THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made effective
as of the 4th day of February, 1998, by and between UNIVERSAL PAY TV
PROGRAMMING, INC., a California corporation, as the sole member ("Member"), and
NEW U PICTURES DEVELOPMENT LLC, a Delaware limited liability company, and shall
be binding upon such other individuals and members as may be added pursuant to
the terms of this Agreement.

            1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of Brian C. Mulligan, as its duly authorized
agent in connection with the filing of a certificate of formation (the
"Certificate") with the Secretary of the State of the State of Delaware for the
purpose of forming New-U Pictures Development LLC (the "Company"), a limited
liability company formed under the Delaware Limited Liability Company Act, 6
Del. C. Section 18-101, et seq. (the "Act").

            2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "New-U Pictures Development LLC".

            3. Purpose. This Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

            4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

            5. Units. A member's interests in the Company ("Units") shall for
all purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

            6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the contribution to the Company, of certain of its rights and
obligations as contemplated by Section 1.5 of the Investment Agreement dated as
of October 19, 

   2

1997, as amended and restated as of December 18, 1997, as amended and restated
as of December 18, 1998, among Universal Studios, Inc., for itself and on behalf
of certain of its subsidiaries, HSN, Inc., Home Shopping Network, Inc., and
Liberty Media Corporation, for itself and on behalf of certain of its
subsidiaries. Except for the foregoing consideration, Member shall not be
obligated to make capital contributions to the Company and all Units issued to
Member shall be nonassessable.

            7. Capital Accounts. A separate account shall be maintained for each
member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

            8. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated among the members in proportion to the number of Units
held by each member. It is the intent of the members that each member's
distributive share of income, gain, loss, deduction, or credit (or item thereof)
shall be determined and allocated in accordance with this Paragraph 8 to the
fullest extent permitted by Sections 704 (b) and (c) of the Code and the
Treasury Regulations promulgated thereunder.

            9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Member. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

            10. Appointment and Removal of Manager. At any time, and from time
to time, the member or members holding a majority of the Units in the Company
may elect one or more individuals or entities to manage the Company (the
"Manager"). The Manager shall be responsible for any and all such duties as the
member(s) may choose to confer upon the Manager in this Agreement. By execution
of this Agreement, Member hereby appoints Melissa Leffler, as initial Manager of
the Company. A Manager (whether an initial or a successor Manager) shall cease
to be a Manager upon the earlier of (i) such Manager's resignation or (ii) such
Manager's removal pursuant to the affirmative vote of the member or members
holding a majority of the Units. Any vacancy in the Manager position, whether
occurring as a result of a Manager resigning or being removed may be filled by
appointment of a successor by the member or members holding a majority of the
Units in accordance with this Paragraph 10. A Manager need not be a member or
resident of the State of Delaware.

            11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for 

   3

the Company not otherwise provided for in this Agreement, including, without
limitation, performance of any and all other acts Manager may deem necessary or
appropriate to the Company's business.

            12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall have such powers and duties
as generally pertain to their respective corresponding offices in a corporation
incorporated under the Delaware General Corporation Law. Such officers shall
also have such powers and duties as from time to time may be conferred by the
Manager. The Manager or the President may from time to time appoint such other
officers (including one (1) or more Vice Presidents, Assistant Secretaries and
Assistant Treasurers) and such agents, as may be necessary or desirable for the
conduct of the business of the Company. Such other officers and agents shall
have such duties and shall hold their offices for such terms as shall be
prescribed by the Manager or by the President, as the case may be. Any number of
titles may be held by the same person. Each officer shall hold office until his
or her successor shall be duly designated and shall qualify or until his or her
death, until he or she shall resign, or until he or she shall have been removed,
either with or without cause, by Manager whenever, in Manager's judgment, the
best interests of the Company will be served thereby. The salaries or other
compensation, if any, of the officers and agents of the Company shall be fixed
by Manager. Any delegation pursuant to this Paragraph 12 may be revoked at any
time by Manager.

            13. Limitations on Authority. The authority of Manager over the
conduct of the affairs of the Company shall be subject only to such limitations
as are expressly stated in this Agreement or in the Act.

            14. Dissolution. The Company shall dissolve, and its affairs shall
be wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

            15. Transferability of Interests. A member may not assign in whole
or in part its Units without the consent of all of the other members and
provided that the transferee of such Units shall be bound by the terms of this
Agreement. Notwithstanding the first sentence of this Paragraph 15, any member
may, directly or indirectly, cause the transfer of its Units to USANi LLC or any
of USANi LLC's direct or indirect wholly owned entities (collectively,
"Permitted Transferees"), without the consent of the other members. Upon any
such transfer to a Permitted Transferee, the Permitted Transferee shall be
admitted as a member and shall be bound by the terms of this Agreement. Nothing
herein shall restrict the ability of any member to pledge its Units to secure
indebtedness (including guarantee indebtedness) in respect of that certain
credit agreement among USA Networks, Inc., USANI LLC, the lenders party thereto,
The Chase Manhattan Bank as administrative agent, Bank of America National Trust
& 

   4

Savings Association and The Bank of New York as Co-Documentation Agents, or any
renewal, extension, replacement or refinancing thereof.

            16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all the members.

            17. Consents. Any action that may be taken by the members at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by or on behalf of the member or members holding
sufficient Units to authorize or approve such action at such meeting.

            18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.

            19. Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.

            20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

            21. Tax Election. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.
   5
     IN WITNESS WHEREOF, the parties hereto have made this Agreement effective 
as of the date and year first above written.

                                   NEW-U PICTURES DEVELOPMENT LLC


                                   By: /s/ Melissa Leffler
                                       ____________________________
                                       Name:  Melissa Leffler
                                       Title: Manager

                                   Member:

                                   UNIVERSAL PAY TV PROGRAMMING, INC.


                                   By: /s/ Brian C. Mulligan
                                       ____________________________
                                       Name:  Brian C. Mulligan
                                       Title: Senior Vice President

EX-3.54

   1
                                                                    Exhibit 3.54
                            CERTIFICATE OF FORMATION
                                       OF
                             NEW-U DISTRIBUTION LLC





                  This Certificate of Formation of New-U Distribution 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 Distribution 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 DISTRIBUTION LLC

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

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

                              By:  /s/ Melissa Leffler
                                   _________________________________
                                   Melissa Leffler
                                   Manager

EX-3.55

   1
                                                                    EXHIBIT 3.55

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                             NEW-U DISTRIBUTION LLC

             THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 4th day of February, 1998, by and between UNIVERSAL
TELEVISION ENTERPRISES, INC., a Delaware corporation, as the sole member
("Member"), and NEW-U DISTRIBUTION LLC, a Delaware limited liability company,
and shall be binding upon such other individuals and members as may be added
pursuant to the terms of this Agreement.

             1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of Brian C. Mulligan, as its duly authorized
agent in connection with the filing of a certificate of formation (the
"Certificate") with the Secretary of the State of the State of Delaware for the
purpose of forming New-U Distribution LLC (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del. C.
Section 18-101, et seq. (the "Act").

             2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "New-U Distribution LLC".

             3. Purpose. This Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

             4. Registered Office; Registered Agent. The registered office of
the Company in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801 and the
registered agent of the Company at such address is The Corporation Trust
Company.

             5. Units. A member's interests in the Company ("Units") shall for
all purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

             6. Capital Contributions By The Sole Member. In consideration of
the issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the contribution to the Company, of certain of its rights and
obligations as contemplated by Section 1.5 of the Investment Agreement dated as
of October 19, 1997, as amended and restated as of December 18, 1997, among
Universal Studios, Inc., for itself and on behalf of certain of its
subsidiaries, HSN, Inc., Home Shopping Network, Inc., and Liberty Media
Corporation, for itself and on behalf of certain of its subsidiaries. Except for
the foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable
   2
            7. Capital Accounts. A separate account shall be maintained for each
member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

            8. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated among the members in proportion to the number of Units
held by each member. It is the intent of the members that each member's
distributive share of income, gain, loss, deduction, or credit (or item thereof)
shall be determined and allocated in accordance with this Paragraph 8 to the
fullest extent permitted by Sections 704(b) and (c) of the Code and the
Treasury Regulations promulgated thereunder.

            9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Member. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

            10. Appointment and Removal of Manager. At any time, and from time
to time, the member or members holding a majority of the Units in the Company
may elect one or more individuals or entities to manage the Company (the
"Manager"). The Manager shall be responsible for any and all such duties as the
member(s) may choose to confer upon the Manager in this Agreement. By execution
of this Agreement, Member hereby appoints Melissa Leffler, as initial Manager of
the Company. A Manager (whether an initial or a successor Manager) shall cease
to be a Manager upon the earlier of (i) such Manager's resignation or (ii) such
Manager's removal pursuant to the affirmative vote of the member or members
holding a majority of the Units. Any vacancy in the Manager position, whether
occurring as a result of a Manager resigning or being removed may be filled by
appointment of a successor by the member or members holding a majority of the
Units in accordance with this Paragraph 10. A Manager need not be a member or
resident of the State of Delaware.

            11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, performance of any and all other
acts Manager may deem necessary or appropriate to the Company's business.

            12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by the President, as the
case may be. Any number of titles may be held by the same person. Each
   3
officer shall hold office until his or her successor shall be duly designated
and shall qualify or until his or her death, until he or she shall resign, or
until he or she shall have been removed, either with or without cause, by
Manager whenever, in Manager's judgment, the best interests of the Company will
be served thereby. The salaries or other compensation, if any, of the officers
and agents of the Company shall be fixed by Manager. Any delegation pursuant to
this Paragraph 12 may be revoked at any time by Manager.

            13. Limitations on Authority. The authority of Manager over the
conduct of the affairs of the Company shall be subject only to such limitations
as are expressly stated in this Agreement or in the Act.

            14. Dissolution. The Company shall dissolve, and its affairs shall
be wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

            15. Transferability of Interests. A member may not assign in whole
or in part its Units without the consent of all of the other members and
provided that the transferee of such Units shall be bound by the terms of this
Agreement Notwithstanding the first sentence of this Paragraph 15, any member
may, directly or indirectly, cause the transfer of its Units to USANi LLC or any
of USANi LLC's direct or indirect wholly owned entities (collectively,
"Permitted Transferees"), without the consent of the other members. Upon any
such transfer to a Permitted Transferee, the Permitted Transferee shall be
admitted as a member and shall be bound by the terms of this Agreement. Nothing
herein shall restrict the ability of any member to pledge its Units to secure
indebtedness (including guarantee indebtedness) in respect of that certain
credit agreement among USA Networks, Inc., USANI LLC, the lenders party thereto,
The Chase Manhattan Bank as administrative agent, Bank of America National Trust
& Savings Association and The Bank of New York as Co-Documentation Agents, or
any renewal, extension, replacement or refinancing thereof.

            16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all of the members.

            17. Consents. Any action that may be taken by the members at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by or on behalf of the member or members holding
sufficient Units to authorize or approve such action at such meeting.

            18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.

            19. Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.

            20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.
   4
            21. Tax Election. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.
   5
            IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above written.


                                    NEW-U DISTRIBUTION LLC


                                    By: /s/ Melissa Leffler
                                        _______________________________________
                                          Name:   Melissa Leffler
                                          Title:  Manager


                                     Member:

                                    UNIVERSAL TELEVISION ENTERPRISES, INC.


                                    By: /s/ Brian C. Mulligan
                                        _______________________________________
                                          Name:  Brian C. Mulligan
                                          Title: Senior Vice President

EX-3.56

   1
                                                                    EXHIBIT 3.56

                            CERTIFICATE OF FORMATION
                                       OF
                              NEW-U TALK VIDEO LLC


         This Certificate of Formation of New-U Talk Video 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 Talk Video 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 TALK VIDEO LLC

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

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

                              By:  /s/ Melissa Leffler
                                   ____________________________________
                                   Melissa Leffler
                                   Manager

EX-3.57

   1
                                                                 Exhibit 3.57

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                              NEW-U TALK VIDEO LLC

            THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 4th day of February, 1998, by and between HELIOTROPE
PRODUCTIONS, INC., a California corporation, as the sole member ("Member"), and
NEW-U TALK VIDEO LLC, a Delaware limited liability company, and shall be binding
upon such other individuals and members as may be added pursuant to the terms of
this Agreement.

            1. Formation Of The Company. By execution of this Agreement, Member
ratifies and confirms the action of Brian C. Mulligan, as its duly authorized
agent in connection with the filing of a certificate of formation (the
"Certificate") with the Secretary of the State of the State of Delaware for the
purpose of forming New-U Talk Video LLC (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del C.
Section 18-101, et seq. (the "Act").

            2. Name Of The Company. The name of the company to be stated in the
Certificate and the limited liability company governed by this Agreement shall
be "New-U Talk Video LLC".

            3. Purpose. This Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

            4. Registered Office; Registered Agent. The registered office of the
Company in the State of Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801 and the registered
agent of the Company at such address is The Corporation Trust Company.

            5. Units. A member's interests in the Company ("Units") shall for
all purposes be personal property. No holder of Units or member shall have any
interest in specific Company assets or property, including assets or property
contributed to the Company by such member as a part of any capital contribution.
The Units are securities governed by Article 8 of the Uniform Commercial Code as
in effect in the State of New York.

            6. Capital Contributions By The Sole Member. In consideration of the
issuance of one hundred (100) Units in the Company to Member, Member shall
hereafter cause the contribution to the Company, of certain of its rights and
obligations as contemplated by Section 1.5 of the Investment Agreement dated as
of October 19, 1997, as amended and restated as of December 18, 1997, among
Universal Studios, Inc., for itself and on behalf of certain of its
subsidiaries, HSN, Inc., Home Shopping Network, Inc., and Liberty Media
Corporation, for itself and on behalf of certain of its subsidiaries. Except for
the foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable.
   2
            7. Capital Accounts. A separate account shall be maintained for each
member and such capital accounts shall be maintained in accordance with the
provisions of Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder.

            8. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated among the members in proportion to the number of Units
held by each member. It is the intent of the members that each member's
distributive share of income, gain, loss, deduction, or credit (or item thereto
shall be determined and allocated in accordance with this Paragraph 8 to the
fullest extent permitted by Sections 704(b) and (c) of the Code and the
Treasury Regulations promulgated thereunder.

            9. Distributions. Distributions shall be made to the members at the
times and in the aggregate amounts determined by the Member. Such distributions
shall be allocated among the members in proportion to the number of Units held
by each member.

            10. Appointment and Removal of Manager. At any time, and from time
to time, the member or members holding a majority of the Units in the Company
may elect one or more individuals or entities to manage the Company (the
"Manager"). The Manager shall be responsible for any and all such duties as the
member(s) may choose to confer upon the Manager in this Agreement. By execution
of this Agreement, Member hereby appoints Melissa Leffler, as initial Manager of
the Company. A Manager (whether an initial or a successor Manager) shall cease
to be a Manager upon the earlier of (i) such Manager's resignation or (ii) such
Manager's removal pursuant to the affirmative vote of the member or members
holding a majority of the Units. Any vacancy in the Manager position, whether
occurring as a result of a Manager resigning or being removed may be filled by
appointment of a successor by the member or members holding a majority of the
Units in accordance with this Paragraph 10. A Manager need not be a member or
resident of the State of Delaware.

            11. Management Powers Of The Manager. Except for powers specifically
reserved to the members by this Agreement (if any) or by non-waivable provisions
of applicable law, as provided herein, the Company shall be managed by the
Manager, as authorized agent of the Company. The Manager shall have the full,
exclusive, and absolute right, power, and authority to manage and control the
Company and the property, assets, and business thereof. Subject to the
restrictions specifically contained in this Agreement, the Manager may make all
decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, performance of any and all other
acts Manager may deem necessary or appropriate to the Company's business.

            12. Officers. The officers of the Company shall be appointed by the
Manager and shall include a President, a Secretary, a Treasurer, and such other
officers as the Manager from time to time may deem proper. Unless the Manager
decides otherwise, all officers so designated shall each have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. 
   3
Such other officers and agents shall have such duties and shall hold their
offices for such terms as shall be prescribed by the Manager or by the
President, as the case may be. Any number of titles may be held by the same
person. Each officer shall hold office until his or her successor shall be duly
designated and shall qualify or until his or her death, until he or she shall
resign, or until he or she shall have been removed, either with or without
cause, by Manager whenever, in Manager's judgment, the best interests of the
Company will be served thereby. The salaries or other compensation, if any, of
the officers and agents of the Company shall be fixed by Manager. Any delegation
pursuant to this Paragraph 12 may be revoked at any time by Manager.

            13. Limitations on Authority. The authority of Manager over the
conduct of the affairs of the Company shall be subject only to such limitations
as are expressly stated in this Agreement or in the Act.

            14. Dissolution. The Company shall dissolve, and its affairs shall
be wound up upon the first to occur of the following: (a) the written consent of
the members, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act.

            15. Transferability of Interests. A member may not assign in whole
or in part its Units without the consent of all of the other members and
provided that the transferee of such Units shall be bound by the terms of this
Agreement. Notwithstanding the first sentence of this Paragraph 15, any member
may, directly or indirectly, cause the transfer of its Units to USANi LLC or any
of USANi LLC's direct or indirect wholly owned entities (collectively,
"Permitted Transferees"), without the consent of the other members. Upon any
such transfer to a Permitted Transferee, the Permitted Transferee shall be
admitted as a member and shall be bound by the terms of this Agreement. Nothing
herein shall restrict the ability of any member to pledge its Units to secure
indebtedness (including guarantee indebtedness) in respect of that certain
credit agreement among USA Networks, Inc., USANI LLC, the lenders party thereto,
The Chase Manhattan Bank as administrative agent, Bank of America National Trust
& Savings Association and The Bank of New York as Co-Documentation Agents, or
any renewal, extension, replacement or refinancing thereof.

            16. Admission of Additional Members. Except as provided in Paragraph
15, one (1) or more additional members of the Company may be admitted to the
Company with the consent of all of the members.

            17. Consents. Any action that may be taken by the members at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by or on behalf of the member or members holding
sufficient Units to authorize or approve such action at such meeting.

            18. Amendments. Except as otherwise provided in this Agreement, this
Agreement may be amended only by an affirmative vote of the member or members
holding a majority of the Units.
   4
            19. Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.

            20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

            21. Tax Election. The Manager shall have the power to cause the
Company to make all elections required or permitted to be made for income tax
purposes.
   5
            IN WITNESS WHEREOF, the parties hereto have made this Agreement
effective as of the date and year first above written.

                                    NEW-U TALK VIDEO LLC


                                    By: /s/ Melissa Leffler
                                        _________________________________
                                        Name:  Melissa Leffler
                                        Title: Manager

                                    Member:

                                    HELIOTROPE PRODUCTIONS, INC.


                                    By: /s/ Brian C. Mulligan
                                        _________________________________
                                        Name:  Brian C. Mulligan
                                        Title: Senior Vice President

EX-3.58

   1
                                                                    Exhibit 3.58
                            CERTIFICATE OF FORMATION

                                       OF

                          NEW-U PICTURES FACILITIES LLC

         This Certificate of Formation of New-U Pictures Facilities 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 Facilities 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

EX-3.59

   1
                                                                    Exhibit 3.59
                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          NEW-U PICTURES FACILITIES LLC

         THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made
effective as of the 4th day of February, 1998, by and between MELKIS
PRODUCTIONS, INC., a California corporation, as the sole member ("Member"), and
NEW-U PICTURES FACILITIES LLC, a Delaware limited liability company, and shall
be binding upon such other individuals and members as may be added pursuant to
the terms of this Agreement.

                  1. Formation Of The Company. By execution of this Agreement,
Member ratifies and confirms the action of Brian C. Mulligan, as its duly
authorized agent in connection with the filing of a certificate of formation
(the "Certificate") with the Secretary of the State of the State of Delaware for
the purpose of forming New-U Pictures Facilities LLC (the "Company"), a limited
liability company formed under the Delaware Limited Liability Company Act, 6
Del. C. Section 18-101, et seq. (the "Act").

                  2. Name Of The Company. The name of the company to be stated
in the Certificate and the limited liability company governed by this Agreement
shall be "New-U Pictures Facilities LLC".

                  3. Purpose. This Company is formed for the object and purpose
of, and the nature of the business to be conducted and promoted by the Company
is, engaging in any lawful act or activity for which limited liability companies
may be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

                  4. Registered Office; Registered Agent. The registered office
of the Company in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801 and the
registered agent of the Company at such address is The Corporation Trust
Company.

                  5. Units. A member's interests in the Company ("Units") shall
for all purposes be personal property. No holder of Units or member shall have
any interest in specific Company assets or property, including assets or
property contributed to the Company by such member as a pert of any capital
contribution. The Units are securities governed by Article 8 of the Uniform
Commercial Code as in effect in the State of New York.

                  6. Capital Contributions By The Sole Member. In consideration
of the issuance of one hundred (100) Units in the Company to Member, Member
shall hereafter cause the contribution to the Company, of certain of its rights
and obligations as contemplated by Section 1.5 of the Investment Agreement dated
as of the October 19, 1997, as amended and restated as of December 18, 1997, as
amended and restated as of December 18, 1998, among Universal Studios, Inc., for
itself and on behalf of certain of its subsidiaries, HSN, Inc., Home Shopping
Network, Inc., and Liberty Media 
   2
Corporation, for itself and on behalf of certain of its subsidiaries. Except for
the foregoing consideration, Member shall not be obligated to make capital
contributions to the Company and all Units issued to Member shall be
nonassessable.

                  7. Capital Accounts. A separate account shall be maintained
for each member and such capital accounts shall be maintained in accordance with
the provisions of Section 704 of the Internal Revenue Code of 1986, as amended
(the "Code"), and the Treasury Regulations promulgated thereunder.

                  8. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated among the members in proportion to the number of Units
held by each member. It is the intent of the members that each member's
distributive share of income, gain, loss, deduction, or credit (or item thereof)
shall be determined and allocated in accordance with this Paragraph 8 to the
fullest extent permitted by Sections 704 (b) and (c) of the Code and the
Treasury Regulations promulgated thereunder.

                  9. Distributions. Distributions shall be made to the members
at the times and in the aggregate amounts determined by the Member. Such
distributions shall be allocated among the members in proportion to the number
of Units held by each member.

                  10. Appointment and Removal of Manager. At any time, and from
time to time, the member or members holding a majority of the Units in the
Company may elect one or more individuals or entities to manage the Company (the
"Manager"). The Manager shall be responsible for any and all such duties as the
member(s) may choose to confer upon the Manager in this Agreement. By execution
of this Agreement, Member hereby appoints Melissa Leffler, as initial Manager of
the Company. A Manager (whether an initial or a successor Manager) shall cease
to be a Manager upon the earlier of (i) such Manager's resignation or (ii) such
Manager's removal pursuant to the affirmative vote of the member or members
holding a majority of the Units. Any vacancy in the Manager position, whether
occurring as a result of a Manager resigning or being removed may be filled by
appointment of a successor by the member or members holding a majority of the
Units in accordance with this Paragraph 10. A Manager need not be a member or
resident of the State of Delaware.

                  11. Management Powers Of The Manager. Except for powers
specifically reserved to the members by this Agreement (if any) or by
non-waivable provisions of applicable law, as provided herein, the Company shall
be managed by the Manager, as authorized agent of the Company. The Manager shall
have the full, exclusive, and absolute right, power, and authority to manage and
control the Company and the property, assets, and business thereof. Subject to
the restrictions specifically contained in this Agreement, the Manager may make
all decisions and take all actions for the Company not otherwise provided for in
this Agreement, including, without limitation, performance of any and all other
acts Manager may deem necessary or appropriate to the Company's business.
   3
                  12. Officers. The officers of the Company shall be appointed
by the Manager and shall include a President, a Secretary, a Treasurer, and such
other officers as the Manager from time to time may deem proper. Unless the
Manager decides otherwise, all officers so designated shall have such powers and
duties as generally pertain to their respective corresponding offices in a
corporation incorporated under the Delaware General Corporation Law. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Manager. The Manager or the President may from time to time
appoint such other officers (including one (1) or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers) and such agents, as may be
necessary or desirable for the conduct of the business of the Company. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be prescribed by the Manager or by the President, as the
case may be. Any number of titles may be held by the same person. Each officer
shall hold office until his or her successor shall be duly designated and shall
qualify or until his or her death, until he or she shall resign, or until he or
she shall be been removed, either with or without cause, by Manager whenever, in
Manager's judgment, the best interests of the Company will be served thereby.
The salaries or other compensation, if any, of the officers and agents of the
Company shall be fixed by Manager. Any delegation pursuant to this Paragraph 12
may be revoked at any time by Manager.

                  13. Limitations on Authority. The authority of Manager over
the conduct of the affairs of the Company shall be subject only to such
limitations as are expressly stated in this Agreement or in the Act.

                  14. Dissolution. The Company shall dissolve, and its affairs
shall be wound up upon the first to occur of the following: (a) the written
consent of the members, or (b) the entry of a decree of judicial dissolution
under Section 18-802 of the Act.

                  15. Transferability of Interests. A member may not assign in
whole or in part its Units without the consent of all of the other members and
provided that the transferee of such Units shall be bound by the terms of this
Agreement. Notwithstanding the first sentence of this Paragraph 15, any member
may, directly or indirectly, cause the transfer of its Units to USANi LLC or any
of USANi LLC's direct or indirect wholly owned entities (collectively,
"Permitted Transferees"), without the consent of the other members. Upon any
such transfer to a Permitted Transferee, the Permitted Transferee shall be
admitted as a member and shall be bound by the terms of this Agreement. Nothing
herein shall restrict the ability of any member to pledge its Units to secure
indebtedness (including guarantee indebtedness) in respect of that certain
credit agreement among USA Networks, Inc., USANI LLC, the lenders party thereto,
The Chase Manhattan Bank as administrative agent, Bank of America National Trust
& Savings Association and The Bank of New York as Co-Documentation Agents, or
any renewal, extension, replacement or refinancing thereof.
   4
                  16. Admission of Additional Members. Except as provided in
Paragraph 15, one (1) or more additional members of the Company may be admitted
to the Company with the consent of all the members.

                  17. Consents. Any action that may be taken by the members at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by or on behalf of the member or members holding
sufficient Units to authorize or approve such action at such meeting.

                  18. Amendments. Except as otherwise provided in this
Agreement, this Agreement may be amended only by an affirmative vote of the
member or members holding a majority of the Units.

                  19. Governing Law. This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of Delaware.

                  20. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all of which
together, shall constitute one and the same Agreement.

                  21. Tax Election. The Manager shall have the power to cause
the Company to make all elections required or permitted to be made for income
tax purposes.
   5

     IN WITNESS WHEREOF, the parties hereto have made this Agreement effective 
as of the date and year first above written.

                                                NEW-U PICTURES FACILITIES LLC

                                                By: /s/ Melissa Leffler
                                                    ____________________________
                                                    Name:  Melissa Leffler
                                                    Title: Manager

                                                Member:

                                                MELKIS PRODUCTIONS, INC.

                                                By: /s/ Brian C. Mulligan
                                                    ____________________________
                                                    Name:  Brian C. Mulligan
                                                    Title: Senior Vice President

EX-3.60

   1
                                                                    Exhibit 3.60

                          CERTIFICATE OF INCORPORATION

                                       OF

                                SK HOLDINGS, INC.

            I, the undersigned, for the purpose of incorporating and organizing
a corporation under the General Corporation Law of the State of Delaware, do
hereby execute this Certificate of Incorporation and do hereby certify as
follows


                                    ARTICLE I

            The name of the corporation (which is hereinafter referred to as the
"Corporation") is:

                                SK HOLDINGS, INC.


                                   ARTICLE II

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


                                   ARTICLE III

            The purpose of the Corporation will be to engage in any lawful act
or activity for which corporations may be organized and incorporated under the
General Corporation Law of the State of Delaware.


                                   ARTICLE IV

            Section 1. The Corporation shal1 be authorized to issue 1000 shares
of capital stock, of which 1000 shares shall be shares of Common Stock, $.01 par
value ("Common Stock").
   2
            Section 2. Except as otherwise provided by law, the Common Stock
shall have the exclusive right to vote for the election of directors and for all
other purposes. Each share of Common Stock shall have one vote, and the Common
Stock shall vote together as a single class.


                                    ARTICLE V

            Unless and except to the extent that the By-Laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.


                                   ARTICLE VI

            In furtherance and not in limitation of the powers conferred by law,
the Board of Directors of the Corporation (the "Board") is expressly authorized
and empowered to make, alter and repeal the By-Laws of the Corporation by a
majority vote at any regular or special meeting of the Board or by written
consent, subject to the power of the stockholders of the Corporation to alter or
repeal any By-Laws made by the Board.


                                   ARTICLE VII

            The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and any other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article


                                  ARTICLE VIII

            Section 1. Elimination of Certain Liability of Directors. A director
of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in 
   3
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.

            Section 2. Indemnification and Insurance.

            (a) Right to Indemnification. Each person who was or is made a part
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, amounts paid or to be paid in settlement, and
excise taxes or penalties arising under the Employee Retirement Income Security
Act of 1974) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that, except
as provided in paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board. The right to indemnification conferred in this Section
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the General Corporation Law
of the State of Delaware requires, the payment of such 
   4
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of the Board, provide indemnification to employees
and agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

            (b) Right of Claimant to Bring Suit. If a claim under paragraph (a)
of this Section is not paid in full by the Corporation within thirty days after
a written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the General Corporation Law of the State
of Delaware for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation
Neither the failure of the Corporation (including its Board, independent legal
counsel, or its stockholders to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the General Corporation Law of the State of Delaware, nor an actual
determination by the Corporation (including its Board, independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

            (c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this 
   5
Section shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-law, agreement, vote of stockholders or disinterested
directors or otherwise.

            (d) Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.


                                   ARTICLE IX

            The name and mailing address of the incorporator is Elizabeth A.
Waters, Esq. c/o HSN, Inc. P O. Box 9090, Clearwater, FL 34618-9090.

            In WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinbefore named, do hereby further certify that the facts hereinabove stated
are truly set forth and, accordingly, I have hereunto set my hand this 28th day
of February, 1997.


                                    /s/ Elizabeth A. Waters
                                    _________________________________
                                    Elizabeth A. Waters
                                    Incorporator

EX-3.61

   1
                                                                    Exhibit 3.61

                                     BY-LAWS

                                       of

                                SK HOLDINGS, INC.



                                    ARTICLE I

                                     OFFICES

                  SECTION 1. REGISTERED OFFICE -- The registered office of SK
HOLDINGS, INC. (the "Corporation") shall be established and maintained at the
office of The Corporation Trust Company at The Corporation Trust Center, 1209
Orange Street in the City of Wilmington, County of New Castle, State of
Delaware, and said Corporation Trust Company shall be the registered agent of
the Corporation in charge thereof.

                  SECTION 2. OTHER OFFICES -- The Corporation may have other
offices, either within or without the State of Delaware, at such place or places
as the Board of Directors may from time to time select or the business of the
Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  SECTION 1. ANNUAL MEETINGS -- Annual meetings of stockholders
for the election of directors, and for such other business as may be stated in
the notice of the meeting, shall be held at such place, either within or without
the State of Delaware, and at such time and date as the Board of Directors, by
resolution, shall determine and as set forth in the notice of the meeting. If
the Board of Directors fails so to determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the registered
office of the Corporation on the first Tuesday in April. If the date of the
annual meeting shall fall upon a legal holiday, the meeting shall be held on the
next succeeding business day. At each annual meeting, the stockholders entitled
to vote shall elect a Board of Directors and they may transact such other
corporate business as shall be stated in the notice of the meeting.
   2
                  SECTION 2. SPECIAL MEETINGS -- Special meetings of the
stockholders for any purpose or purposes may be called by the Chairman of the
Board, the President or the Secretary, or by resolution of the Board of
Directors.


                  SECTION 3. VOTING -- Each stockholder entitled to vote in
accordance with the terms of the Certificate of Incorporation of the Corporation
and these By-laws may vote in person or by proxy, but no proxy shall be voted
after three years from its date unless such proxy provides for a longer period.
All elections for directors shall be decided by plurality vote; all other
questions shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of the State of Delaware.


                  A complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is entitled to be present.


                  SECTION 4. QUORUM -- Except as otherwise required by law, by
the Certificate of Incorporation of the Corporation or by these By-laws, the
presence, in person or by proxy, of stockholders holding shares constituting a
majority of the voting power of the Corporation shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat,
present in person or by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted that might have been transacted
at the
   3
meeting as originally noticed; but only those stockholders entitled to vote at
the meeting as originally noticed shall be entitled to vote at any adjournment
or adjournments thereof.


                  SECTION 5. NOTICE OF MEETINGS - Written notice, stating the
place, date and time of the meeting, and the general nature of the business to
be considered, shall be given to each stockholder entitled to vote thereat, at
his or her address as it appears on the records of the Corporation, not less
than ten nor more than sixty days before the date of the meeting. No business
other than that stated in the notice shall be transacted at any meeting without
the unanimous consent of all the stockholders entitled to vote thereat.


                  SECTION 6. ACTION WITHOUT MEETING -- Unless otherwise provided
by the Certificate of Incorporation of the Corporation, any action required or
permitted to be taken at any annual or special meeting of stockholders may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.


                                   ARTICLE III

                                    DIRECTORS

                  SECTION 1. NUMBER AND TERM -- The business and affairs of the
Corporation shall be managed under the direction of a Board of Directors which
shall consist of not less than two persons. The exact number of directors shall
initially be two and may thereafter be fixed from time to time by the Board of
Directors. Directors shall be elected at the annual meeting of stockholders and
each director shall be elected to serve until his or her successor shall be
elected and shall qualify. A director need not be a stockholder.
   4
                  SECTION 2. RESIGNATIONS -- Any director may resign at any
time. Such resignation shall be made in writing, and shall take effect at the
time specified therein, and if no time be specified, at the time of its receipt
by the Chairman of the Board, the President or the Secretary. The acceptance of
a resignation shall not be necessary to make it effective.


                  SECTION 3. VACANCIES -- If the office of any director becomes
vacant, the remaining directors in the office, though less than a quorum, by a
majority vote, may appoint any qualified person to fill such vacancy, who shall
hold office for the unexpired term and until his or her successor shall be duly
chosen. If the office of any director becomes vacant and there are no remaining
directors, the stockholders, by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation, at a special
meeting called for such purpose, may appoint any qualified person to fill such
vacancy.


                  SECTION 4. REMOVAL -- Except as hereinafter provided, any
director or directors may be removed either for or without cause at any time by
the affirmative vote of the holders of a majority of the voting power entitled
to vote for the election of directors, at an annual meeting or a special meeting
called for the purpose, and the vacancy thus created may be filled, at such
meeting, by the affirmative vote of holders of shares constituting a majority of
the voting power of the Corporation.


                  SECTION 5. COMMITTEES -- The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of one or more
directors of the Corporation.


                  Any such committee, to the extent provided in the resolution
of the Board of Directors, or in these By-laws, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it.
   5
                  SECTION 6. MEETINGS -- The newly elected directors may hold
their first meeting for the purpose of organization and the transaction of
business, if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent of
all the Directors.


                  Regular meetings of the Board of Directors may be held without
notice at such places and times as shall be determined from time to time by
resolution of the Board of Directors.


                  Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President, or by the Secretary on the written
request of any director, on at least one day's notice to each director (except
that notice to any director may be waived in writing by such director) and shall
be held at such place or places as may be determined by the Board of Directors,
or as shall be stated in the call of the meeting.


                  Unless otherwise restricted by the Certificate of
Incorporation of the Corporation or these By-laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in any meeting of the Board of Directors or any committee thereof by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.


                  SECTION 7. QUORUM -- A majority of the Directors shall
constitute a quorum for the transaction of business. If at any meeting of the
Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by announcement
at the meeting which shall be so adjourned. The vote of the majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors unless the Certificate of Incorporation of the
Corporation or these By-laws shall require the vote of a greater number.
   6
                  SECTION 8. COMPENSATION -- Directors shall not receive any
stated salary for their services as directors or as members of committees, but
by resolution of the Board of Directors a fixed fee and expenses of attendance
may be allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise, and receiving compensation therefor.


                  SECTION 9. ACTION WITHOUT MEETING -- Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if a written consent thereto is
signed by all members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board of Directors or such committee.


                                   ARTICLE IV

                                    OFFICERS

                  SECTION 1. OFFICERS -- The officers of the Corporation shall
be a Chairman of the Board, a President, one or more Vice Presidents, a
Treasurer and a Secretary, all of whom shall be elected by the Board of
Directors and shall hold office until their successors are duly elected and
qualified. In addition, the Board of Directors may elect such Assistant
Secretaries and Assistant Treasurers as they may deem proper. The Board of
Directors may appoint such other officers and agents as it may deem advisable,
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.


                  SECTION 2. CHAIRMAN OF THE BOARD -- The Chairman of the Board
shall be the Chief Executive Officer of the Corporation. He or she shall preside
at all meetings of the Board of Directors and shall have and perform such other
duties as may be assigned to him or her by the Board of Directors. The Chairman
of the Board shall have the power to execute bonds, mortgages and other
contracts on behalf of the Corporation, and to cause the seal of the
   7
Corporation to be affixed to any instrument requiring it, and when so affixed
the seal shall be attested to by the signature of the Secretary or the Treasurer
or an Assistant Secretary or an Assistant Treasurer.


                  SECTION 3. PRESIDENT -- The President shall be the Chief
Operating Officer of the Corporation. He or she shall have the general powers
and duties of supervision and management usually vested in the office of
President of a corporation. The President shall have the power to execute bonds,
mortgages and other contracts on behalf of the Corporation, and to cause the
seal to be affixed to any instrument requiring it, and when so affixed the seal
shall be attested to by the signature of the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer.


                  SECTION 4. VICE PRESIDENTS -- Each Vice President shall have
such powers and shall perform such duties as shall be assigned to him or her by
the Board of Directors.


                  SECTION 5. TREASURER -- The Treasurer shall be the Chief
Financial Officer of the Corporation. He or she shall have the custody of the
Corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He or she
shall deposit all moneys and other valuables in the name and to the credit of
the Corporation in such depositaries as may be designated by the Board of
Directors. He or she shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, the Chairman of the Board, or the President,
taking proper vouchers for such disbursements. He or she shall render to the
Chairman of the Board, the President and Board of Directors at the regular
meetings of the Board of Directors, or whenever they may request it, an account
of all his or her transactions as Treasurer and of the financial condition of
the Corporation. If required by the Board of Directors, he or she shall give the
Corporation a bond for the faithful discharge of his or her duties in such
amount and with such surety as the Board of Directors shall prescribe.


                  SECTION 6. SECRETARY -- The Secretary shall give, or cause to
be given, notice of all meetings of stockholders and of the Board of Directors
and all other notices required
   8
by law or by these By-laws, and in case of his or her absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the Chairman of the Board or the President, or by the Board of Directors,
upon whose request the meeting is called as provided in these By-laws. He or she
shall record all the proceedings of the meetings of the Board of Directors, any
committees thereof and the stockholders of the Corporation in a book to be kept
for that purpose, and shall perform such other duties as may be assigned to him
or her by the Board of Directors, the Chairman of the Board or the President. He
or she shall have the custody of the seal of the Corporation and shall affix the
same to all instruments requiring it, when authorized by the Board of Directors,
the Chairman of the Board or the President, and attest to the same.


                  SECTION 7. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
- --Assistant Treasurers and Assistant Secretaries, if any, shall be elected and
shall have such powers and shall perform such duties as shall be assigned to
them, respectively, by the Board of Directors.


                                    ARTICLE V

                                  MISCELLANEOUS

                  SECTION 1. CERTIFICATES OF STOCK -- A certificate of stock
shall be issued to each stockholder certifying the number of shares owned by
such stockholder in the Corporation. Certificates of stock of the Corporation
shall be of such form and device as the Board of Directors may from time to time
determine.

                  SECTION 2. LOST CERTIFICATES -- A new certificate of stock may
be issued in the place of any certificate theretofore issued by the Corporation,
alleged to have been lost or destroyed, and the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or such
owner's legal representatives, to give the Corporation a bond, in such sum as
they may direct, not exceeding double the value of the stock, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of any such certificate, or the issuance of any such new
certificate.
   9
                  SECTION 3. TRANSFER OF SHARES -- The shares of stock of the
Corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old certificates shall be surrendered to the Corporation by
the delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the Board of Directors may designate, by
whom they shall be cancelled, and new certificates shall thereupon be issued. A
record shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer.


                  SECTION 4. STOCKHOLDERS RECORD DATE -- In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (1) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days before the date
of such meeting; (2) in the case of determination of stockholders entitled to
express consent to corporate action in writing without a meeting, shall not be
more than ten days from the date upon which the resolution fixing the record
date is adopted by the Board of Directors; and (3) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (1) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
when no prior action of the Board of Directors is required by law, shall be the
first day on which a signed
   10
written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation in accordance with applicable law, or, if prior
action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action; and (3) the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

                  SECTION 5. DIVIDENDS -- Subject to the provisions of the
Certificate of Incorporation of the Corporation, the Board of Directors may, out
of funds legally available therefor at any regular or special meeting, declare
dividends upon stock of the Corporation as and when they deem appropriate.
Before declaring any dividend, there may be set apart out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time in their discretion deem proper for working capital or as a
reserve fund to meet contingencies or for equalizing dividends or for such other
purposes as the Board of Directors shall deem conducive to the interests of the
Corporation.

                  SECTION 6. SEAL -- The corporate seal of the Corporation shall
be in such form as shall be determined by resolution of the Board of Directors.
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise imprinted upon the subject document or paper.

                  SECTION 7. FISCAL YEAR -- The fiscal year of the Corporation
shall be determined by resolution of the Board of Directors.

                  SECTION 8. CHECKS -- All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, or agent or
agents, of the Corporation, and in such manner as shall be determined from time
to time by resolution of the Board of Directors.
   11
                  SECTION 9. NOTICE AND WAIVER OF NOTICE -- Whenever any notice
is required to be given under these By-laws, personal notice is not required
unless expressly so stated, and any notice so required shall be deemed to be
sufficient if given by depositing the same in the United States mail, postage
prepaid, addressed to the person entitled thereto at his or her address as it
appears on the records of the Corporation, and such notice shall be deemed to
have been given on the day of such mailing. Stockholders not entitled to vote
shall not be entitled to receive notice of any meetings except as otherwise
provided by law. Whenever any notice is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the Corporation or of these By-laws, a waiver thereof, in
writing and signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent to such
required notice.



                                   ARTICLE VI

                                   AMENDMENTS

                  These By-laws may be altered, amended or repealed at any
annual meeting of the stockholders (or at any special meeting thereof if notice
of such proposed alteration, amendment or repeal to be considered is contained
in the notice of such special meeting) by the affirmative vote of the holders of
shares constituting a majority of the voting power of the Corporation. Except as
otherwise provided in the Certificate of Incorporation of the Corporation, the
Board of Directors may by majority vote of those present at any meeting at which
a quorum is present alter, amend or repeal these By-laws, or enact such other
By-laws as in their judgment may be advisable for the regulation and conduct of
the affairs of the Corporation.

EX-3.62

   1
                                                                    Exhibit 3.62
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   SKTV, INC.

         FIRST. The name of the corporation is SKTV, Inc.

         SECOND. Its registered office in the State of Delaware is to be located
at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801.
The registered agent in charge thereof is the Corporation Trust Company.

         THIRD. The purpose or purposes 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 and to have and exercise all the powers
conferred by the laws of the State of Delaware upon corporations formed under
the General Corporation Law of the State of Delaware.

         FOURTH. The amount of the total authorized capital stock of this
corporation shall be one thousand (1,000) shares of voting common stock, with a
par value of one cent ($0.01) per share.

         FIFTH. The name and mailing address of the incorporator is as follows:

                  Karen R. Hunter
                  1255 Twenty-Third Street, N.W.
                  Suite 500
                  Washington, D.C. 20037

         SIXTH. In furtherance and not in limitation of the power conferred by
statute, the Board of Directors of the corporation shall have the following
powers:

                  (a) To adopt, and to alter or amend the Bylaws, to fix the
amount to be reserved as working capital, and to authorize and cause to be
executed mortgages and liens (without limit as to the amount) upon the property
of this corporation; and

                  (b) With the consent in writing or pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding, to dispose
of, in any manner, all or substantially all of the property of this corporation.

         SEVENTH. The stockholders and directors shall have the power to hold
their meetings and keep the books, documents and papers of the Corporation
within or outside the State of Delaware and at such place or places as may be
from time to time designated by the Bylaws or by resolution of the stockholders
or directors, except as otherwise required by the laws of the State of Delaware.

         EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation. The objects, purposes and powers
in each of the clauses and paragraphs of this Certificate of Incorporation shall
be regarded as independent objects, purposes and
   2
powers. The objects, purposes and powers specified in this Certificate of
Incorporation are in furtherance and not in limitation of the objects, purposes
and powers conferred by statute.

         NINTH. The corporation shall have the power to indemnify its officers,
directors, employees and agents, and such other persons as may be designated as
set forth in the By-laws, to the full extent permitted by the laws of the State
of Delaware. A director shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duties as a director,
provided that the liability of a director (i) for any breach of the director's
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any
transaction from which the director derived an improper personal benefit shall
not be eliminated or limited hereby.

         TENTH. The corporation shall have perpetual existence.

                  The undersigned, Karen R. Hunter, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation and does hereby certify that the facts
herein stated are true, and has accordingly hereunto set her hand and seal.


                                                  /s/ Karen R. Hunter
                                                  ______________________________
                                                   Karen R. Hunter, Incorporator


Dated:  July 27, 1994
   3
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   SKTV, INC.

         SKTV, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,

                              DOES HEREBY CERTIFY:

FIRST:            That the Board of Directors of said corporation, by the
                  unanimous written consent of its members, filed with the
                  minutes of the Board, duly adopted a resolution proposing and
                  declaring advisable an amendment to the Certificate of
                  Incorporation of the Company, and directed that the amendment
                  be submitted to a vote of the sole shareholder. The resolution
                  setting forth the proposed amendment is as follows:

                            "RESOLVED, that paragraph one of the Certificate of
                            Incorporation be amended in its entirety and 
                            restated as follows:

                            FIRST:  The name of the corporation is USA 
                            Broadcasting, Inc."

SECOND:           That in lieu of a meeting and vote of stockholders, the sole
                  shareholder of the Company by unanimous written consent
                  adopted a resolution in favor of the amendment in accordance
                  with the provisions of Section 228 of the General Corporation
                  Law of the State of Delaware.

THIRD:            That the aforesaid amendment was duly adopted in accordance
                  with the applicable provisions of Section 242 and 228 of the
                  General Corporation Law of the State of Delaware.

FOURTH:           That this Certificate of Amendment of the Certificate of
                  Incorporation shall be effective upon filing with the office
                  of the Secretary of State of the State of Delaware.

                  IN WITNESS WHEREOF, said SKTV, Inc. has caused this
                  certificate to be signed by H. Steven Holtzman, its Assistant
                  Secretary, this 20th day of February, 1998.

                                                  SKTV, Inc.

                                                      /s/ H. Steven Holtzman
                                                  By:________________________
                                                        H. Steven Holtzman
                                                        Assistant Secretary

EX-3.63

   1
                                                                    Exhibit 3.63

                                     BY-LAWS
                                       OF
                                   SKTV, INC.

                                    ARTICLE I

                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE. The registered office of the Corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

         SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  STOCKHOLDERS

         SECTION 1. PLACE OF MEETING. Meetings of stockholders may be held at
such place, either within or without the State of Delaware, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the Corporation.

         SECTION 2. ANNUAL MEETING. The annual meeting of the stockholders shall
be held following the end of the Corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for
   2
the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a meeting of the stockholders
as soon thereafter as is convenient.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of stockholders owning a majority in amount of the
shares of the Common Stock as of the date of such request.

         SECTION 4. NOTICE. Written notice stating the date, time and place of
the meeting, and in case of a special meeting, the purpose or purposes thereof,
shall be given to each stockholder entitled to vote thereat not less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail,
facsimile or telegraph, addressed to each stockholder at his address as it
appears on the records of the Corporation. If mailed, such notice shall be
deemed to be delivered three (3) days after being deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be by facsimile, such
notice shall be deemed to be delivered when confirmation of receipt is received
by the sender. If notice be by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company.

         SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time
   3
and place thereof are announced at the meeting at which the adjournment is
taken, if the adjournment is for not more than thirty (30) days, and if no new
record date is fixed for the adjourned meeting. At the adjourned meeting the
Corporation may transact any business that might have been transacted at the
original meeting.

         SECTION 6. QUORUM. The holders of a majority of each class of the
shares of stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as
originally notified. When a quorum is present at any meeting, the vote of the
holders of a majority of each class of the shares of stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the Delaware General Corporation Law or of the Certificate of Incorporation,
a different vote is required in which case such express provision shall govern
and control the decision of such question.

         SECTION 7. VOTING. Each stockholder shall at every meeting of the
stockholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such stockholder, but no
proxy shall be
   4
voted after three (3) years from its date, unless the proxy provides for a
longer period, and, except where the transfer books of the Corporation have been
closed or a date has been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted at any election
for directors which has been transferred on the books of the Corporation within
ten (10) days next preceding such election of directors. No action requiring
shareholder approval, including the election or removal of directors, may occur
without the affirmative vote of the holders of a majority of the shares of each
of the classes of shares then entitled to vote, voting as separate classes.
Election of directors need not be by written ballot.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of stockholders, may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of such
action shall be given to those stockholders who have not so consented in writing
to such action without a meeting.
   5
                                   ARTICLE III

                                    DIRECTORS


         SECTION 1. NUMBER AND TENURE. The business and affairs of the
Corporation shall be managed by a board of not less than one (1) director,
unless a different number shall be established by amendment to these By-Laws,
subject to the limitation established by the certificate of incorporation. Each
director shall serve for a term of one year from the date of his election and
until his successor is elected. Directors need not be stockholders.

         SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign
by delivering to the Board of Directors his resignation in writing, to take
effect no later than ten days thereafter. Any director may at any time be
removed effective immediately, with or without cause, by the vote, either in
person or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

         SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by the vote of a majority of the remaining directors then in office, though less
than a quorum, the directors so chosen shall hold office until the next annual
election and until their respective successors are duly elected.
   6
         SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually or from time to time at a date, time and place
set by the Chairman of the Board of Directors.
   7
         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board of Directors or
any one (1) director. The person or persons calling a special meeting of the
Board of Directors may fix a place within or without the State of Delaware for
holding such meeting.

         SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail, facsimile or telegraph, addressed to each director at his address as
it appears on the records of the Corporation; provided, however, that written
notice of any regular meeting or a special meeting to be conducted by conference
telephone shall be given at least three (3) days prior thereto, either
personally, or by mail, facsimile or telegraph. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be by facsimile, such notice shall be
deemed to be delivered when confirmation of receipt is received by sender. If
notice be by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company.

         SECTION 7. QUORUM. At all meetings of the Board of Directors, a
majority of the total number of directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum is not present at any meeting of the Board of Directors,
the directors present may adjourn the
   8
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. A director present at a meeting shall
be counted in determining the presence of a quorum, regardless of whether a
contract or transaction between the Corporation or such director or between the
Corporation and any other corporation, partnership, association, or other
organization in which such director is a director or officer or has a financial
interest, is authorized or considered at such meeting.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing and such written
consent is filed with the minutes of proceedings of the Board or committee.

         SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board of
Directors or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

         SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board of Directors, may designate one (1) or more
committees, each committee to consist of two (2) or more directors. The Board of
Directors may designate one (1) or more directors as alternate members of any
   9
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in such resolution, shall have and may exercise all of the powers of
the Board of Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to all
papers that may require it; but no such committee shall have the power or
authority to amend the Certificate of Incorporation, to adopt an agreement of
merger or consolidation, to recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
to recommend to the stockholder a dissolution, to amend the By-Laws of the
Corporation, to declare a dividend, or to authorize the issuance of stock.

         SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.
   10
                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. NUMBER AND SALARIES. The officers of the Corporation shall
consist of a Chairman of the Board of Directors, a President, one (1) or more
Vice Presidents (the number thereof to be determined by the Board of Directors),
a Secretary, a Treasurer, and such other officers and assistant officers and
agents as may be deemed necessary by the Board of Directors. Any three (3) or
more offices may be held by the same person.


         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the stockholders' annual meeting, and shall serve for a term
of one (1) year and until successors are elected by the Board of Directors. Any
officer appointed by the Board of Directors may be removed, with or without
cause, at any time by the Board of Directors. An officer may resign at any time
upon written notice to the Corporation. Each officer shall hold his office until
his or her successor is appointed or until his or her earlier resignation,
removal from office, or death.
   11
         SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number; the Chairman shall preside at all meetings of the stockholders and of
the Board of Directors and shall be the chief executive officer the Corporation
and shall have general and active management of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect; the Chairman shall be a member of all Committees, except
the Audit Committee (if one is created); the Chairman may remove and replace, in
his sole discretion, the officers of the Corporation; the Chairman shall be
empowered to sign all certificates, contracts and other instruments of the
Corporation, and to do all acts that are authorized by the Board of Directors,
and shall, in general, have such other duties and responsibilities as are
assigned by the Board of Directors; PROVIDED, HOWEVER, that nothing herein
contained shall be construed to mean that the Board of Directors is required to
elect a Chairman.


         SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, the
President shall be the chief operating officer of the Company; in the absence of
a Chairman, the President shall preside at all meetings of the stockholders and
the Board of Directors; the President shall have general and active supervision
of the business of the Corporation subject to the direction of the Chairman;
shall sign or countersign all certificates, contracts and other instruments of
the Corporation, and to do all acts which are authorized by the Board of
Directors or directed by the Chairman or as are incident to the office of the
president of a corporation.
   12
         SECTION 5. THE VICE PRESIDENTS. In the absence of the President or in
the event of his inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as from time to
time may be assigned to him or her by the Board of Directors.


         SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these By-laws or
as required by law, shall be custodian of the corporate records and of the seal
of the corporation, and in general shall perform such other duties as may from
time to time be assigned by the Board of Directors. The Secretary shall have
general charge of the stock transfer books of the corporation and shall keep at
the registered office or principal place of business of the corporation a record
of the shareholders of the corporation, giving the names and addresses of all
such shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

         SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and
disbursements in books
   13
belonging to the corporation, shall deposit all monies and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors, and in general shall perform all
the duties incident to the office of Treasurer and such other duties as may from
time to time be assigned by the Board of Directors.

         SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

         SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.

                                    ARTICLE V

                              CERTIFICATES OF STOCK

         SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the President (or Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.
   14
         SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.
   15
         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate(s) alleged to have been lost or destroyed.

         SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of shareholders or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or for a period of not more
than sixty (60) nor less than ten (10) days in connection with obtaining the
consent of shareholders for any purpose. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date of not more than sixty
(60) nor less than ten (10) days in connection with obtaining the consent of
shareholders for any purpose. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date of not more than sixty (60) nor
less than ten (10) days preceding the date of any dividend, or the date for the
allotment of rights, or
   16
the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any change, conversion or exchange of capital stock, or
to give such consent. In such case and notwithstanding any transfer of any stock
on the books of the corporation after any such record date, such shareholders
and only such shareholders as shall be shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be.

         SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by law, the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.

                                   ARTICLE VI

                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS


         SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of
   17
the executing officers, the Chairman, President, or any Vice President,
Treasurer or any Assistant Treasurer, and the Secretary or any Assistant
Secretary, may execute the same in the name of and on behalf of the corporation
and may affix the corporate seal thereto.

         SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.

         SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         SECTION 4. ACCOUNTS. Bank accounts of the Corporation shall be opened,
and deposits made thereto, by such officers or other persons as the Board of
Directors may from time to time designate.

                                   ARTICLE VII

                                    DIVIDENDS

         SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any,
of the certificate of incorporation, dividends upon the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.
   18
         SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors determine to be in the best interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                  ARTICLE VIII

                                   FISCAL YEAR

The fiscal year of the corporation shall be established by the Board of
Directors.
   19
                                   ARTICLE IX

                                WAIVER OF NOTICE

         Whenever any notice is required to be given by law or under the
certificate of incorporation or these By-laws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.
                                    ARTICLE X

                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.
   20
                                   ARTICLE XI
                                   AMENDMENTS

         Except as expressly provided otherwise by the Delaware General
Corporation Law, the Certificate of Incorporation, or other provision of these
By-Laws, these By-Laws may be altered, amended or repealed and new By-Laws may
be adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of 60% all directors; provided, however, that at least ten (10)
days advance written notice of the meeting is given to the directors, describing
the proposed amendment or alteration of these By-Laws.

EX-3.64

   1
                                                                    Exhibit 3.64
                          CERTIFICATE OF INCORPORATION

                                       OF

                    SILVER KING BROADCASTING OF HOUSTON, INC.

              FIRST. The name of the corporation is SILVER KING BROADCASTING OF
HOUSTON, INC.

              SECOND. Its registered office in the State of Delaware is to be
located at 1209 Orange Street, in the City of Wilmington, County of New Castle,
19801. The registered agent in charge thereof is The Corporation Trust Company.

              THIRD. The purpose of purposes of the corporation are as follows:

                   (a) To engage in the business of transmitting, receiving,
relaying and/or distributing radio and/or television broadcasts, pictures,
sounds, signals, and messages of all kinds by means of waves, radiation, wire,
cable, radio, light or other means of communication of any type, kind or nature;

                   (b) To purchase or otherwise acquire (for cash, notes, stock
or bonds of this corporation or otherwise) assets used or useful in the
aforesaid business, and to undertake or assume the whole or any part of any
obligations and/or liabilities attendant thereto;

                   (c) In general, to carry on any other business in connection
with the foregoing; and
   2
                   (d) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware, and to have and exercise all the powers conferred by the laws of the
State of Delaware upon corporations formed under the General Corporation Law of
the State of Delaware.

              FOURTH. The amount of the total authorized capital stock of this
corporation shall be one thousand (1,000) shares of voting common stock, with a
par value of one cent ($0.01) per share.

              FIFTH. The name and mailing address of the incorporator is as
follows:

                     Sheryl P. Lepisto
                     1255 Twenty-Third Street, N.W.
                     Suite 500
                     Washington, D.C.  20037

              SIXTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the corporation shall have the
following powers:

                   (a) To adopt, and to alter or amend the Bylaws, to fix the
amount to be reserved as working capital, and to authorize and cause to be
executed mortgages and liens (without limit as to the amount) upon the property
of this corporation; and

                   (b) With the consent in writing or pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding, to dispose
of, in any manner, all or substantially all of the property of this corporation.
   3
              SEVENTH. The shareholders and directors shall have the power to
hold their meetings and keep the books, documents and papers of the corporation
within or outside the State of Delaware and at such place or places as may be
from time to time designated by the Bylaws or by resolution of the shareholders
or directors, except as otherwise required by the laws of the State of Delaware.

              EIGHTH. The objects, purposes and powers specified in any clause
or paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation. The objects, purposes and powers
in each of the clauses and paragraphs of this Certificate of Incorporation shall
be regarded as independent objects, purposes and powers. The objects, purposes
and powers specified in this Certificate of Incorporation are in furtherance and
not in limitation of the objects, purposes and powers conferred by statute.

              NINTH. No director of the corporation shall have any personal
liability to the corporation or its stockholders for monetary damages for a
breach of fiduciary duty as a director unless it shall ultimately be determined
in a civil or criminal action, suit or proceeding that the director: (i)
breached his duty of loyalty to the corporation or its stockholders, (ii)
committed acts or omissions which were not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) committed a breach
of Section 174 of the General Corporation Law of the State of Delaware, or (iv)
derived improper personal benefit in any corporate transaction. The corporation
shall have the power to indemnify its officers, directors, employees and agents,
and such other persons
   4
as may be designated as set forth in the Bylaws, to the full extent permitted by
the laws of the State of Delaware.

              TENTH. The corporation shall have perpetual existence.

              The undersigned, Sheryl P. Lepisto, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation and does hereby certify that the facts
herein stated are true, and has accordingly hereunto set her hand and seal.

                                            /s/ Sheryl P. Lepisto
                                            _____________________
                                            Sheryl P. Lepisto


Dated: August 22, 1986
   5
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                    SILVER KING BROADCASTING OF HOUSTON, INC.

         SILVER KING BROADCASTING OF HOUSTON, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:

         FIRST: That by Unanimous Written Consent, the Board of Directors of
SILVER KING BROADCASTING OF HOUSTON, INC. (the "Corporation") duly adopted
resolutions setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation and directed that the amendment be submitted to
a vote of the sole Shareholder. The resolution setting forth the proposed
amendment is as follows:

                   "RESOLVED, that paragraph One of the Certificate of
                   Incorporation shall be amended in its entirety and restated
                   as follows:

                   '1. The name of the corporation is HSN BROADCASTING OF
                   HOUSTON, INC.' "

         SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole Shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

         THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
   6
         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James J. Flynn, its President, and Nando DiFilippo, Jr., its
Secretary, this 31st day of May, 1989.

                                            SILVER KING BROADCASTING
                                                OF HOUSTON, INC.



                                            By: /s/ James J. Flynn
                                                _________________________
                                                James J. Flynn, President

Attest:


/s/ Nando DiFilippo
_______________________________
Nando DiFilippo, Jr., Secretary

[Seal]
   7
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                        HSN BROADCASTING OF HOUSTON, INC.

         HSN BROADCASTING OF HOUSTON, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

                              DOES HEREBY CERTIFY:

         FIRST: That by Unanimous Written Consent, the Board of Directors of HSN
Broadcasting of Houston, Inc., duly adopted resolutions setting forth a proposed
amendment to the Certificate of Incorporation of the corporation, and directed
that the amendment be submitted to a vote of the sole shareholder. The
resolution setting forth the proposed amendment is as follows:

         "RESOLVED, that paragraph one of the Certificate of Incorporation shall
be amended in its entirety and restated as follows:

         '1. The name of the corporation is Silver King Broadcasting of Houston,
Inc.'"

         SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.
   8
         THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Jeffrey McGrath, its President, and Michael Drayer, its Assistant
Secretary, this 1st day of October, 1992.

                                            HSN BROADCASTING OF HOUSTON, INC.



                                            By: /s/ Jeffrey McGrath
                                            _________________________________
                                            Jeffrey McGrath, President



Attest:

/s/ Michael Drayer
_______________________________
Michael Drayer, Asst. Secretary
   9
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                    SILVER KING BROADCASTING OF HOUSTON, INC.

                                    * * * * *

         Silver King Broadcasting of Houston, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:

FIRST:   That the Board of Directors of said corporation, by the unanimous
         written consent of its members, filed with the minutes of the Board,
         duly adopted a resolution proposing and declaring advisable an
         amendment to the Certificate of Incorporation of the Company, and
         directed that the amendment be submitted to a vote of the sole
         shareholder. The resolution setting forth the proposed amendment is as
         follows:

              "RESOLVED, that paragraph one of the Certificate of Incorporation
              be amended in its entirety and restated as follows:

              FIRST: The name of the corporation is USA Station Group of
              Houston, Inc."

SECOND:  That in lieu of a meeting and vote of stockholders, the sole
         shareholder of the Company by unanimous written consent adopted a
         resolution in favor of the amendment in accordance with the provisions
         of Section 228 of the General Corporation law of the State of Delaware.
   10
THIRD    That the aforesaid amendment was duly adopted in accordance with the
         applicable provisions of Sections 242 and 228 of the General
         Corporation Law of the State of Delaware.

FOURTH:  That this Certificate of Amendment of the Certificate of Incorporation
         shall be effective upon filing with the office of the Secretary of
         State of the State of Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of Houston, Inc. has caused
this certificate to be signed by H. Steven Holtzman, its Secretary, this 20th
day of February, 1998.

                                           By: /s/ H. Steven Holtzman
                                               ______________________
                                               H. Steven Holtzman

EX-3.65

   1
                                                                    EXHIBIT 3.65

                                     BY LAWS

                        HSN BROADCASTING OF HOUSTON, INC.

                                    ARTICLE I
                                     OFFICES

            SECTION 1. PRINCIPAL OFFICE The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

            SECTION 2. OTHER OFFICES The corporation may also have offices at
such other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                                  SHAREHOLDERS

      SECTION 1. PLACE OF MEETING Meetings of shareholders may be held at such
place, either within or without the State of Delaware, as may be designated by
the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

      SECTION 2. ANNUAL MEETING The annual meeting of the shareholders shall be
held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a meeting of the shareholders
as soon thereafter as is convenient.

      SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Chairman of the Board of Directors, the Board of Directors, or at
the request in writing of
   2
shareholders owning a majority in amount of the shares of the common stock as of
the date of such request.

      SECTION 4. NOTICE. Written notice stating the date, time, and place of the
meeting, and in case of a special meeting the purpose or purposes thereof, shall
be given to each shareholder entitled to vote thereat not less than ten (10) nor
more than sixty (60) days prior thereto, either personally or by mail or
telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

      SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another time
or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the adjourned meeting, the corporation
may transact any business that might have been transacted at the original
meeting.

      SECTION 6. QUORUM. The holders of a majority of each class of the shares
of stock issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If at
such adjourned meeting, a quorum is present or represented, any business may be


                                       2
   3
transacted that might have been transacted at the meeting as originally
notified. When a quorum is present at any meeting, the vote of the holders of a
majority of each class of the shares of stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
Delaware General Corporation Law or of the certificate of incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

      SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such shareholder, but no
proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock shall be
voted at any election for directors which has been transferred on the books of
the corporation within ten (10) days next preceding such election of directors.
No corporate action requiring shareholder approval, including the election or
removal of directors, may occur without the affirmative vote of the holders of a
majority of the shares of each of the classes of shares then entitled to vote,
voting as separate classes. Election of directors need not be by written ballot.

      SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were


                                       3
   4
present and voted, provided that prompt notice of such action shall be given to
those shareholders who have not so consented in writing to such action without a
meeting.

                                   ARTICLE III
                                    DIRECTORS

      SECTION 1. NUMBER AND TENURE. The business and affairs of the corporation
shall be managed by a board of one or more members, the number thereof to be
determined from time to time by resolution of the shareholders. Each director
shall serve for a term of one year from the date of his election and until his
successor is elected. Directors need not be shareholders.

      SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign by
delivering to the Board of Directors his resignation in writing, to take effect
no later than ten (10) days thereafter. Any director may at any time be removed
effective immediately, with or without cause, by the vote, either in person or
represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

      SECTION 3. VACANCIES. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the shares of stock issued and outstanding and entitled to vote at a
special meeting held for such purpose or by the written consent of a majority of
the shares of stock issued and outstanding. The directors so chosen shall hold
office until the next annual election and until their respective successors are
duly elected.

      SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held annually at a date, time, and place set by the Board of Directors.


                                       4
   5
      SECTION 5. SPECIAL MEETINGS Special meetings of the Board of Directors may
be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors.

      SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.

      SECTION 7. QUORUM. At all meetings of the Board of Directors a majority of
the total number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present at any meeting of the Board of Directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. A director present
at a meeting shall be counted in determining the presence of a quorum, of
whether a contract or transaction between the corporation and such director or
between the corporation and any other corporation, partnership, association, or
other organization in which such director is a director or officer or has a
financial interest, is authorized or considered at such meeting.


                                       5
   6
      SECTION 8. ACTON WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board or such committee, as the
case may be, consent thereto in writing and such written consent is filed with
the minutes of the Board or committee.

      SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

      SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted by
the majority of the whole Board, may designate one (1) or more committees, each
committee to consist of two (2) or more directors. The Board may designate one
(1) or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in such resolution, shall
have and may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which may require it, except
that no committee shall have the power or authority to amend the certificate of
incorporation, to adopt an agreement of merger or consolidation, to recommend to
the shareholders the sale, lease, or exchange of all or substantially all of the
corporation's property and


                                       6
   7
assets, to recommend to the shareholders a dissolution, to amend the bylaws of
the corporation, to declare a dividend, or to authorize the issuance of stock.

      SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                    OFFICERS

            SECTION 1. NUMBER AND SALARIES. The officers of the corporation
shall consist of a President, one (1) or more Vice Presidents (the number
thereof to be determined by the Board of Directors), a Secretary, a Treasurer,
and such other officers and assistant officers and agents as may be deemed
necessary by the Board of Directors. Any three (3) or more offices may be held
by the same person.

            SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected by the Board of Directors at the first meeting of
the Board of Directors following the shareholders' annual meeting, and serve for
a term of one (1) year and until a successor is elected by the Board. Any
officer appointed by the Board may be removed, with or without cause, at any
time by the Board, An officer may resign at any time upon written notice to the
corporation. Each officer shall hold his office until his or her successor is
appointed or until his or her earlier resignation, removal form office, or
death.


                                       7
   8
            SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors form their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provided otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other duties as are imposed upon the Chairman by law, all subject to
customary oversight and supervision by the Board of Directors. The Chairman
shall be a member of all committees of the Board of Directors, except the Audit
Committee (if one is created). The Chairman shall be empowered to sign all
certificates, contracts, and other instruments of the corporation and to do all
acts which are authorized by the Board of Directors and shall, in general, have
such other duties and responsibilities as are assigned by the Board of
Directors; PROVIDED, HOWEVER, that nothing herein contained shall be construed
to mean that the Board of Directors is required to elect a Chairman.

            SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty


                                       8
   9
to preside at all meetings of the shareholders and the Board of Directors, to
actively manage as chief executive officer the business of the corporation, and
to carry out all orders and resolutions of the Board of Directors.

            SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as may from time
to time be assigned by the Board of Directors.

            SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of
the proceedings of the shareholders and the Board of Directors, shall give, or
cause to be given, all notice in accordance with the provisions of these Bylaws
or as required by law, shall be custodian of the corporate records and of the
seal of the corporation, and in general shall perform such other duties as may
from time to time be assigned by the Board of Directors. The Secretary shall
have general charge of the stock transfer books of the corporation and shall
keep at the registered office or principal place of business of the corporation
a record of the shareholders of the corporation, giving the names and addresses
of all such shareholders (which addresses shall be furnished to the Secretary by
such shareholders) and the number and class of the shares held by each.

            SECTION 7. THE TREASURER. The Treasurer shall act as the chief
financial officer of the corporation, shall have the custody of the corporate
funds and securities, shall keep, or cause to be kept, correct and complete
books and records of account, including full and accurate accounts of


                                       9
   10
receipts and disbursements in books belonging to the corporation, shall deposit
all monies and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors,
and in general shall perform all the duties incident to the office of Treasurer
and such other duties as may from time to time be assigned by the Board of
Directors.

            SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any,
in general shall perform such duties as may from time to time be assigned to
them by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

            SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any,
in general shall perform such duties as from time to time may be assigned to
them by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.

                                    ARTICLE V
                              CERTIFICATES OF STOCK

            SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the President (or a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.

            SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been


                                       10
   11
delivered by the corporation, such certificate or certificates may nevertheless
be adopted by the corporation and be issued and delivered as thought he person
or persons who signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon had not ceased to be such officer
or officers of the corporation.

            SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a
new certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate(s) alleged to have been lost or destroyed.

            SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or
its transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

            SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of shareholders or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or


                                       11
   12
conversion or exchange of capital stock shall go into effect, or for a period of
not more than sixty (60) nor less than ten (10) days in connection with
obtaining the consent of shareholders for any purpose. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date of not
more than sixty (60) nor less than ten (10) days preceding the date of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the shareholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, or to give such consent,
as the case may be.

            SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by law, the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.

                                   ARTICLE VI
                   CONTRACTS, LOANS, CHECKS, AND DEPOSITS

            SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the Chairman, President, or any Vice President,
Treasurer or any Assistant Treasurer, and the Secretary or any Assistant
Secretary, may execute the same in the name of and on behalf of the corporation
and may affix the corporate seal thereto.


                                       12
   13
            SECTION 2. LOANS.  No loans shall be contracted on behalf of
the corporation and no evidence of indebtedness shall be issued in its
name unless authorized by a resolution of the Board of Directors.

            SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may form time to time designate.

                                   ARTICLE VII
                                    DIVIDENDS

            SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if
any, of the certificate of incorporation, dividends upon the capital stock of
the corporation may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

            SECTION 2. RESERVES Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the corporation, for
such other purpose as the directors determine to be in the best interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                  ARTICLE VIII
                                   FISCAL YEAR

            The fiscal year of the corporation shall be established by the Board
of Directors.


                                       13
   14
                                   ARTICLE IX
                                WAIVER OF NOTICE

            Whenever any notice is required to be given by law or under the
certificate of incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.

                                    ARTICLE X
                                      SEAL

            The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE XI
                                   AMENDMENTS

            These Bylaws may be altered, amended, or repealed and new Bylaws
adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of a majority of all directors; provided, however, that at
least ten (10) days advance written notice of the meeting is given to the
directors, describing the proposed amendment or alteration of these Bylaws.



                                       14

EX-3.66

   1
                                                                    EXHIBIT 3.66

                          CERTIFICATE OF INCORPORATION

                                       OF

                      SILVER KING CAPITAL CORPORATION, INC.

          FIRST: The name of the corporation is:

                      SILVER KING CAPITAL CORPORATION, INC.

          SECOND: The address of its registered office in the State of Delaware
is 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 purposes for which the corporation is formed are to engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.

          FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is One Thousand (1,000) and the par value of each
of such shares is One Dollar (01.00), amounting in the aggregate to One Thousand
Dollars ($1,000.00). All such shares shall be of one class and shall be
designated Common Stock.

          FIFTH: The name and mailing address of the sole incorporator is as
follows:

                         Name                                  Address
                    R. Reid Haney                       101 E. Kennedy Blvd.
                                                        Suite 4100
                                                        Tampa, FL 33602

          SIXTH: The corporation is to have perpetual existence.

          SEVENTH: In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized to make, alter or
repeal the bylaws of the corporation.

          EIGHTH: Elections of directors need not be by written ballot unless
the bylaws of the corporation shall so provide. Meetings of stockholders may be
held within or without the State of Delaware, as the bylaws may provide. The
books of the corporation may be kept (subject to any provision contained in the
statutes) outside the State of Delaware at such place or places as may be
designated from time to time by the board of directors or in the bylaws of the
corporation.

          NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter
   2
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.

         TENTH: No person shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided, however, that the foregoing shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit.

         I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certification, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 26th day of October, l993.

                                               /s/ R. Reid Haney  
                                               ________________________________
                                                     R. REID HANEY

                                       2

EX-3.67

   1
                                                                    Exhibit 3.67
                                     BYLAWS

                                       OF

                      SILVER KING CAPITAL CORPORATION, INC.

                                   ARTICLE I.

                                     OFFICES

         Section 1. PRINCIPAL OFFICE. The principal office of the corporation
shall be in the City of Chicago, County of Cook and State of Illinois.

         Section 2. OTHER OFFICES. The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II.

                                  STOCKHOLDERS

         Section 1. ANNUAL MEETING. The annual meeting of the stockholders shall
be held between January 1 and December 31, inclusive, in each year for the
purpose of electing directors and for the transaction of such other proper
business as may come before the meeting, the exact date to be established by the
Board of Directors from time to time.

         Section 2. SPECIAL MEETINGS. Special meetings of the stockholders may
be called, for any purpose or purposes, by the President or the Board of
Directors and shall be called by the President or the Secretary if the holders
of not less than 10 percent or more of all the votes entitled to be cast on any
issue proposed to be considered at such special meeting sign, date and deliver
to the corporation's Secretary one or more written demands for a special
meeting, describing the purpose(s) for which it is to be held. Notice and call
of any such special meeting shall state the purpose or purposes of the proposed
meeting, and business transacted at any special meeting of the stockholders
shall be limited to the purposes stated in the notice thereof.

         Section 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual or special meeting of the stockholders. A waiver of notice signed
by all
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stockholders entitled to vote at a meeting may designate any place, either
within or without the State of Delaware, as the place for the holding of such
meeting. If no designation is made, the place of meeting shall be the principal
office of the corporation in the State of Illinois.

          Section 4. NOTICE OF MEETING. Written notice stating the place, day
and hour of an annual or special meeting and the purpose or purposes for which
it is called shall be delivered not less than ten (10) nor more than sixty (60)
days before the date of the meeting to each stockholder entitled to vote at such
meeting, except that no notice of a meeting need be given to any stockholders
for which notice is not required to be given under applicable law. Notice may be
delivered personally, via first-class United States mail, telegraph, teletype,
facsimile or other electronic transmission, or by private mail carriers handling
nationwide mail services, by or at the direction of the President, the
Secretary, the Board of Directors, or the person(s) calling the meeting. If
mailed via first-class United States mail, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the stockholder
at the stockholder's address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.

          Section 5. NOTICE OF ADJOURNED MEETING. If an annual or special
stockholders' meeting is adjourned to a different date, time, or place, notice
need not be given of the new date, time or place if the new date, time or place
is announced at the meeting before an adjournment is taken, and any business may
be transacted at the adjourned meeting that might have been transacted on the
original date of the meeting. If, however, a new record date for the adjourned
meeting is or must be fixed under law, notice of the adjourned meeting must be
given to persons who are stockholders as of the new record date and who are
otherwise entitled to notice of such meeting.

          Section 6. WAIVER OF CALL AND NOTICE OF MEETING. Call and notice of
any stockholders' meeting may be waived by any stockholder before or after the
date and time stated in the notice. Such waiver must be in writing signed by the
stockholder and delivered to the corporation. Neither the business to be
transacted at nor the purpose of any special or annual meeting need be specified
in such waiver. A stockholder's attendance at a meeting (a) waives such
stockholder's ability to object to lack of notice or defective notice of the
meeting, unless the stockholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; and (b) waives such
stockholder's ability to object to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the stockholder objects to considering the matter when it is
presented.

          Section 7. QUORUM. Except as otherwise provided in these by-laws or in
the Certificate of Incorporation, a majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of the stockholders. Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting, unless a new record date is or must be set for that adjourned

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meeting, and the withdrawal of stockholders after a quorum has been established
at a meeting shall not effect the validity of any action taken at the meeting or
any adjournment thereof.

          Section 8. QUORUM FOR ADJOURNED MEETING. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented or
deemed to be present or represented, any business may be transacted which might
have been transacted at the meeting as originally noticed.

          Section 9. VOTING ON MATTERS OTHER THAN ELECTION OF DIRECTORS. At any
meeting at which a quorum is present, action on any matter other than the
election of directors shall be approved if the votes cast by the holders of
shares represented at the meeting and entitled to vote on the subject matter
favoring the action exceed the votes cast opposing the action, unless a greater
number of affirmative votes or voting by classes is required by these by-laws,
the Certificate of Incorporation or by law.

          Section 10. VOTING FOR DIRECTORS. Directors shall be elected by a
plurality of the votes cast by the shares entitled to vote at a meeting at which
a quorum is present.

          Section 11. VOTING LISTS. At least ten (10) days prior to each meeting
of stockholders, the officer or agent having charge of the stock transfer books
for shares of the corporation shall make a complete list of the stockholders
entitled to vote at such meeting, or any adjournment thereof, with the address
and the number, class and series (if any) of shares held by each, which list
shall be subject to inspection by any stockholder during normal business hours
for at least ten (10) days prior to the meeting. The list also shall be
available at the meeting and shall be subject to inspection by any stockholder
at any time during the meeting or its adjournment. The stockholders list shall
be prima facie evidence as to who are the stockholders entitled to examine such
list or the transfer books or to vote at any meeting of the stockholders.

          Section 12. VOTING OF SHARES. Each stockholder entitled to vote shall
be entitled at every meeting of the stockholders to one vote in person or by
proxy on each matter for each share of voting stock held by such stockholder.
Such right to vote shall be subject to the right of the Board of Directors to
close the transfer books or to fix a record date for voting stockholders as
hereinafter provided.

         Section 13. PROXIES. At all meetings of stockholders, a stockholder may
vote by proxy, executed in writing and delivered to the corporation in the
original or transmitted via telegram, or as a photographic, photostatic or
equivalent reproduction of a written proxy by the stockholder or by the
stockholder's duly authorized attorney-in-fact; but, no proxy shall be valid
after eleven (11) months from its date, unless the proxy provides for a longer
period. Each proxy shall be filed with the Secretary of the corporation before
or at the time of the meeting. In the event that a proxy shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one is

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present, that one, shall have all of the powers conferred by the proxy upon all
the persons so designated, unless the instrument shall provide otherwise.

         Section 14. INFORMAL ACTION BY STOCKHOLDERS. Unless otherwise provided
in the Certificate of Incorporation, any action required or permitted to be
taken at a meeting of the stockholders may be taken without a meeting, without
prior notice and without a vote if one or more consents in writing, setting
forth the action so taken, shall be signed by stockholders holding shares
representing not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present: and voted. No written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the date of the earliest dated consent delivered to the Secretary, written
consent signed by the number of stockholders required to take action is
delivered to the Secretary. If authorization of an action is obtained by one or
more written consent but less than all stockholders so consent, then within ten
(10) days after obtaining the authorization of such action by written consents,
notice must be given to each stockholder who did not consent in writing and to
each stockholder who is not entitled to vote on the action.

         Section 15. INSPECTORS. For each meeting of the stockholders, the Board
of Directors or the President may appoint two inspectors to supervise the
voting; and, if inspectors are so appointed, all questions respecting the
qualification of any vote, the validity of any proxy, and the acceptance or
rejection of any vote shall be decided by such inspectors. Before acting at any
meeting, the inspectors shall take an oath to execute their duties with strict
impartiality and according to the best of their ability. If any inspector shall
fail to be present or shall decline to act, the President shall appoint another
inspector to act in his place. In case of a tie vote by the inspectors on any
question, the presiding officer shall decide the issue.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors, which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these by-laws directed or required to be
exercised or done only by the stockholders.

         Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be not less than one (1) nor more than fifteen (15),
the number of the same to be fixed by the stockholders at any annual or special
meeting. Each director shall hold office until the next annual meeting of
stockholders and until such director's successor shall have been duly elected
and shall have qualified, unless such director sooner dies, resigns or is
removed by the stockholders at any annual or

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special meeting. It shall not be necessary for directors to be stockholders. All
directors shall be natural persons who are 18 years of age or older.

         Section 3. ANNUAL MEETING. After each annual meeting of stockholders,
the Board of Directors shall hold its annual meeting at the same place as and
immediately following such annual meeting of stockholders for the purpose of the
election of officers and the transaction of such other business as may come
before the meeting; and, if a majority of the directors are present at such
place and time, no prior notice of such meeting shall be required to be given to
the directors. The place and time of such meeting may be varied by written
consent of all the directors.

         Section 4. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall be determined
from time to time by the Board of Directors.

         Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if there be one, or the President.
The person or persons authorized to call special meetings of the Board of
Directors may fix the place for holding any special meetings of the Board of
Directors called by him or them, as the case may be. If no such designation is
made, the place of meeting shall be the principal office of the corporation in
the State of Illinois.

         Section 6. NOTICE. Whenever notice of a meeting is required, written
notice stating the place, day and hour of the meeting shall be delivered at
least two (2) days prior thereto to each director, either personally, or by
first-class United States mail, telegraph, teletype, facsimile or other form of
electronic communication, or by private mail carriers handling nationwide mail
services, to the director's business address. If notice is given by first-class
United States mail, such notice shall be deemed to be delivered five (5) days
after deposited in the United States mail so addressed with postage thereon
prepaid or when received, if such date is earlier. If notice is given by
telegraph, teletype, facsimile transmission or other form of electronic
communication or by private mail carriers handling nationwide mail services,
such notice shall be deemed to be delivered when received by the director. Any
director may waive notice of any meeting, either before, at or after such
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened and so states at the beginning of the
meeting or promptly upon arrival at the meeting.

          Section 7. QUORUM. A majority of the total number of directors as
determined from time to time shall constitute a quorum.

          Section 8. QUORUM FOR ADJOURNED MEETING. If less than a majority of
the total number of directors are present at a meeting, a majority of the
directors so present may adjourn the meeting from time to time without further
notice. At any

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adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
noticed.

          Section 9. MANNER OF ACTING. If a quorum is present when a vote is
taken, the act of a majority of the directors present at the meeting shall be
the act of the Board of Directors.

          Section 10. REMOVAL. Any director may be removed by the stockholders
with or without cause at any meeting of the stockholders called expressly for
that purpose, but such removal shall be without prejudice to the contract
rights, if any, of the person removed. This by-law shall not be subject to
change by the Board of Directors.

          Section 11. VACANCIES. Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase in the number
of directors, may be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors, or by
the stockholders, unless otherwise provided in the Certificate of Incorporation.
A director elected to fill a vacancy shall be elected for the unexpired term of
such director's predecessor in office.

          Section 12. COMPENSATION. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as directors. No payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.

          Section 13. PRESUMPTION OF ASSENT. A director of the corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless such director objects at the beginning of the meeting (or promptly upon
his arrival) to the holding of the meeting or the transacting of specified
business at the meeting or such director votes against such action or abstains
from voting in respect of such matter.

          Section 14. INFORMAL ACTION BY BOARD. Any action required or permitted
to be taken by any provisions of law, the Certificate of Incorporation or these
by-laws at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if each and every member of the Board or of such
committee, as the case may be, signs a written consent thereto and all such
written consents are filed in the minutes of the proceedings of the Board or
such committee, as the case may be. Action taken under this section is effective
when the last director signs the consent, unless the consent specifies a
different effective date, in which case it is effective on the date so
specified.

          Section 15. MEETING BY TELEPHONE, ETC. Directors or the members of any
committee thereof shall be deemed present at a meeting of the Board of Directors
or of any such committee, as the case may be, if the meeting is conducted using
a conference

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telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.

                                   ARTICLE IV.

                                    OFFICERS

         Section 1. NUMBER. The officers of the corporation shall consist of a
President, a Secretary and a Treasurer, each of whom shall be appointed by the
Board of Directors. The Board of Directors may also appoint a Chairman of the
Board, one or more Vice Presidents, one or more Assistant Secretaries and
Assistant Treasurers and such other officers as the Board of Directors shall
deem appropriate. The same individual may simultaneously hold more than one
office in the corporation.

         Section 2. APPOINTMENT AND TERM OF OFFICE. The officers of the
corporation shall be appointed annually by the Board of Directors at its annual
meeting. If the appointment of officers shall not be made at such meeting, such
appointment shall be made as soon thereafter as is convenient. A duly appointed
officer may appoint one or more officers or assistant officers if authorized by
the Board of the Directors. Each officer shall hold office until such officer's
successor shall have been duly appointed and shall have qualified, unless such
officer sooner dies, resigns or is removed by the Board. The appointment of an
officer does not itself create contract rights.

         Section 3. RESIGNATION. An officer may resign at any time by delivering
notice to the corporation. A resignation shall be effective when the notice is
delivered unless the notice specifies a later effective date. An officer's
resignation shall not affect the corporation's contract rights, if any, with the
officer.

         Section 4. REMOVAL. The Board of Directors may remove any officer at
any time with or without cause. Any officer or assistant officer, if appointed
by another officer, may likewise be removed by such officer. An officer's
removal shall not affect the officer's contract rights, if any, with the
corporation.

         Section 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.

         Section 6. DUTIES OF OFFICERS. The Chairman of the Board of the
corporation, or the President if there shall not be a Chairman of the Board,
shall preside at all meetings of the Board of Directors and of the stockholders.
The President shall be the chief executive officer of the corporation. The
Secretary shall be responsible for preparing minutes of the directors' and
stockholders' meetings and for authenticating records of the corporation.
Subject to the foregoing, the officers of the corporation shall have such powers
and duties as ordinarily pertain to their respective offices and such additional
powers and duties specifically conferred by law, the Certificate of
Incorporation and these by-laws, or as may be assigned to them from time to time
by the 

                                       7
   8
Board of Directors or an officer authorized by the Board of Directors to
prescribe the duties of other officers.

         Section 7. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving a salary by reason of the fact that the officer is also a director of
the corporation.

         Section 8. DELEGATION OF DUTIES. In the absence or disability of any
officer of the corporation, or for any other reason deemed sufficient by the
Board of Directors, the Board may delegate the powers or duties of such officer
to any other officer or to any other director for the time being.

         Section 9. DISASTER EMERGENCY POWERS OF ACTING OFFICERS. Unless
otherwise expressly prescribed by action of the Board of Directors taken
pursuant to Article XV of these by-laws, if, as a result of some catastrophic
event, a quorum of the corporation's directors cannot readily be assembled and
the President is unable to perform the duties of the office of President and/or
other officers are unable to perform their duties, (a) the powers and duties of
President shall be held and performed by that officer of the corporation highest
on the list of successors (adopted by the Board of Directors for such purpose)
who shall be available and capable of holding and performing such powers and
duties; and, absent any such prior designation, by that Vice President who shall
be available and capable of holding and performing such powers and duties whose
surname commences with the earliest letter of the alphabet among all such Vice
Presidents; or, if no Vice President is available and capable of holding and
performing such powers and duties, then by the Secretary; or, if the Secretary
is likewise unavailable, by the Treasurer; (b) the officer so selected to hold
and perform such powers and duties shall serve as Acting President until the
President again becomes capable of holding and performing the powers and duties
of President, or until the Board of Directors shall have elected a new President
or designated another individual as Acting President; (c) such officer (or the
President, if such person is still serving) shall have the power, in addition to
all other powers granted to the President by law, the Certificate of
Incorporation, these by-laws and the Board of Directors, to appoint acting
officers to fill vacancies that may have occurred, either permanently or
temporarily, by reason of such disaster or emergency, each of such acting
appointees to serve in such capacity until the officer for whom the acting
appointee is acting is capable of performing the duties of such office, or until
the Board of Directors shall have designated another individual to perform such
duties or shall have elected or appointed another person to fill such office;
(d) each acting officer so appointed shall be entitled to exercise all powers
invested by law, the Certificate of Incorporation, these by-laws and the Board
of Directors in the office in which such person is serving; and (e) anyone
transacting business with the corporation may rely upon a certificate signed by
any two officers of the corporation that a specified individual has succeeded to
the powers and duties of the President or such other specified office. Any
person, firm, corporation or other entity to which such certificate has been
delivered by such officers may continue to rely upon it until notified of a
change by means of a writing signed by two officers of this corporation.

                                       8
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                                   ARTICLE V.

                         EXECUTIVE AND OTHER COMMITTEES

          Section 1. CREATION OF COMMITTEES. The Board of Directors may
designate an Executive Committee and one or more other committees, each to
consist of two (2) or more of the directors of the corporation.

          Section 2. EXECUTIVE COMMITTEE. The Executive Committee, if there
shall be one, shall consult with and advise the officers of the corporation in
the management of its business, and shall have, and may exercise, except to the
extent otherwise provided in the resolution of the Board of Directors creating
such Executive Committee, such powers of the Board of Directors as can be
lawfully delegated by the Board.

          Section 3. OTHER COMMITTEES. Such other committees, to the extent
provided in the resolution or resolutions creating them, shall have such
functions and may exercise such powers of the Board of Directors as can be
lawfully delegated.

          Section 4. REMOVAL OR DISSOLUTION. Any Committee of the Board of
Directors may be dissolved by the Board at any meeting; and, any member of such
committee may be removed by the Board of Directors with or without cause. Such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

          Section 5. VACANCIES ON COMMITTEES. Vacancies on any committee of the
Board of Directors shall be filled by the Board of Directors at any regular or
special meeting.

          Section 6. MEETINGS OF COMMITTEES. Regular meetings of any committee
of the Board of Directors may be held without notice at such time and at such
place as shall from time to time be determined by such committee and special
meetings of any such committee may be called by any member thereof upon two (2)
days notice of the date, time and place of the meeting given to each of the
other members of such committee, or on such shorter notice as may be agreed to
in writing by each of the other members of such committee, given either
personally or in the manner provided in Section 6 of Article III of these
by-laws (pertaining to notice for directors' meetings).

          Section 7. ABSENCE OF COMMITTEE MEMBERS. The Board of Directors may
designate one or more directors as alternate members of any committee of the
Board of Directors, who may replace at any meeting of such committee, any member
not able to attend.

         Section 8. QUORUM OF COMMITTEES. At all meetings of committees of the
Board of Directors, a majority of the total number of members of the committee
as determined from time to time shall constitute a quorum for the transaction of
business.

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   10
         Section 9. MANNER OF ACTING OF COMMITTEES. If a quorum is present when
a vote is taken, the act of a majority of the members of any committee of the
Board of Directors present at the meeting shall be the act of such committee.

         Section 10. MINUTES OF COMMITTEES. Each committee of the Board of
Directors shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.

         Section 11. COMPENSATION. Members of any committee of the Board of
Directors may be paid compensation in accordance with the provisions of Section
12 of Article III of these by-laws (pertaining to compensation of directors).

         Section 12. INFORMAL ACTION. Any committee of the Board of Directors
may take such informal action and hold such informal meetings as allowed by the
provisions of Sections 14 and 15 of Article III of these by-laws.

                                   ARTICLE VI.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 1. GENERAL. To the fullest extent permitted by law, the
corporation shall indemnify any person who is or was a party, or is threatened
to be made a party, to any threatened, pending or completed action, suit or
other type of proceeding (other than an action by or in the right of the
corporation), whether civil, criminal, administrative, investigative or
otherwise, and whether formal or informal, by reason of the fact that such
person is or was a director or officer of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against judgments, amounts paid in settlement, penalties, fines (including an
excise tax assessed with respect to any employee benefit plan) and expenses
(including attorneys' fees, paralegals' fees and court costs) actually and
reasonably incurred in connection with any such action, suit or other
proceeding, including any appeal thereof, if such person acted in good faith and
in a manner such person reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any such action, suit or other proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner that such person reasonably believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

         Section 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. To the
fullest extent permitted by law, the corporation shall indemnify any person who
is or was a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or other type of proceeding (as further
described in Section 1 of this Article

                                       10
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VI) by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees,
paralegals' fees and court costs) and amounts paid in settlement not exceeding,
in the judgment of the Board of Directors, the estimated expenses of litigating
the action, suit or other proceeding to conclusion, actually and reasonably
incurred in connection with the defense or settlement of such action, suit or
other proceeding, including any appeal thereof, if such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the corporation, except that no indemnification shall
be made under this Section 2 in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless, and only to the
extent that, the court in which such action, suit or other proceeding was
brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses that such court shall deem proper.

         Section 3. OBLIGATION TO INDEMNIFY. To the extent that a director or
officer has been successful on the merits or otherwise in defense of any action,
suit or other proceeding referred to in Section 1 or Section 2 of this Article
VI, or in the defense of any claim, issue or matter therein, such person shall,
upon application, be indemnified against expenses (including attorneys' fees,
paralegals' fees and court costs) actually and reasonably incurred by such
person in connection therewith.

         Section 4. DETERMINATION THAT INDEMNIFICATION IS PROPER.
Indemnification pursuant to Section 1 or Section 2 of this Article VI, unless
made under the provisions of Section 3 of this Article VI or unless otherwise
made pursuant to a determination by a court, shall be made by the corporation
only as authorized in the specific case upon a determination that the
indemnification is proper in the circumstances because the indemnified person
has met the applicable standard of conduct set forth in Section 1 or Section 2
of this Article VI. Such determination shall be made either (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to the action, suit or other proceeding to which the indemnification
relates; (2) if such a quorum is not obtainable or, even if obtainable, by
majority vote of a committee duly designated by the Board of Directors (the
designation being one in which directors who are parties may participate)
consisting solely of two or more directors not at the time parties to such
action, suit or other proceeding; (3) by independent legal counsel (i) selected
by the Board of Directors in accordance with the requirements of subsection (1)
or by a committee designated under subsection (2) or (ii) if a quorum of the
directors cannot be obtained and a committee cannot be designated, selected by
majority vote of the full Board of Directors (the vote being one in which
directors who are parties may participate); or (4) by the stockholders by a
majority vote of a quorum consisting of stockholders who were not parties to
such action, suit or other proceeding or, if no such 

                                       11
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quorum is obtainable, by a majority vote of stockholders who were not parties to
such action, suit or other proceeding.

         Section 5. EVALUATION AND AUTHORIZATION. Evaluation of the
reasonableness of expenses and authorization of indemnification shall be made in
the same manner as is prescribed in Section 4 of this Article VI for the
determination that indemnification is permissible; provided, however, that if
the determination as to whether indemnification is permissible is made by
independent legal counsel, the persons who selected such independent legal
counsel shall be responsible for evaluating the reasonableness of expenses and
may authorize indemnification.

         Section 6. PREPAYMENT OF EXPENSES. Expenses (including attorneys' fees,
paralegals' fees and court costs) incurred by a director or officer in defending
a civil or criminal action, suit or other proceeding referred to in Section 1 or
Section 2 of this Article VI shall be paid by the corporation in advance of the
final disposition thereof upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if such person is ultimately found not
to be entitled to indemnification by the corporation pursuant to this Article
VI.

         Section 7. NONEXCLUSIVITY AND LIMITATIONS. The indemnification and
advancement of expenses provided pursuant to this Article VI shall not be deemed
exclusive of any other rights to which a person may be entitled under any law,
by-law, agreement, vote of stockholders or disinterested directors,
or-otherwise, both as to action in such person's official capacity and as to
action in any other capacity while holding office with the corporation, and
shall continue as to any person who has ceased to be a director or officer and
shall inure to the benefit of such person's heirs and personal representatives.
The Board of Directors may, at any time, approve indemnification of or
advancement of expenses to any other person that the corporation has the power
by law to indemnify, including, without limitation, employees and agents of the
corporation. In all cases not specifically provided for in this Article VI,
indemnification or advancement of expenses shall not be made to the extent that
such indemnification or advancement of expenses is expressly prohibited by law.

         Section 8. CONTINUATION OF INDEMNIFICATION RIGHT. Unless expressly
otherwise provided when authorized or ratified by this corporation,
indemnification and advancement of expenses as provided for in this Article VI
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person. For purposes of this Article VI, the term
"corporation" includes, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger, so that any person who is or was a director or
officer of a constituent corporation, or is or was serving at the request of a
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, is in the
same position under this Article VI with

                                       12
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respect to the resulting or surviving corporation as such person would have been
with respect to such constituent corporation if its separate existence had
continued.

         Section 9. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against the liability under
Section 1 or Section 2 of this Article VI.

                                  ARTICLE VII.

                               INTERESTED PARTIES

         Section 1. GENERAL. No contract or other transaction between the
corporation and any one or more of its directors or any other corporation, firm,
association or entity in which one or more of its directors are directors or
officers or are financially interested shall be either void or voidable because
of such relationship or interest, because such director or directors were
present at the meeting of the Board of Directors or of a committee thereof which
authorizes, approves or ratifies such contract or transaction or because such
director's or directors' votes are counted for such purpose if: (a) the fact of
such relationship or interest is disclosed or known to the Board of Directors or
committee which authorizes, approves or ratifies the contract or transaction by
a vote or consent sufficient for the purpose without counting the votes or
consents of such interested directors; (b) the fact of such relationship or
interest is disclosed or known to the stockholders entitled to vote on the
matter, and they authorize, approve or ratify such contract or transaction by
vote or written consent; or (c) the contract or transaction is fair and
reasonable as to the corporation at the time it is authorized by the Board of
Directors, a committee thereof or the stockholders.

         Section 2. DETERMINATION OF QUORUM. Common or interested directors may
be counted in determining the presence of a quorum at a meeting of the Board of
Directors or a committee thereof which authorizes, approves or ratifies a
contract or transaction referred to in Section 1 of this Article VII.

         Section 3. APPROVAL BY STOCKHOLDERS. For purposes of Section l(b) of
this Article VII, a conflict of interest transaction shall be authorized,
approved or ratified if it receives the vote of a majority of the shares
entitled to be counted under this Section 3. Shares owned by or voted under the
control of a director who has a relationship or interest in the transaction
described in Section 1 of this Article VII may not be counted in a vote of
stockholders to determine whether to authorize, approve or ratify a conflict of
interest transaction under Section l(b) of this Article VII. The vote of the
shares owned by or voted under the control of a director who has a relationship
or interest in the

                                       13
   14
transaction described in Section 1 of this Article VII, shall be counted,
however, in determining whether the transaction is approved under other sections
of the corporation's by-laws and applicable law. A majority of those shares that
would be entitled, if present, to be counted in a vote on the transaction under
this Section 3 shall constitute a quorum for the purpose of taking action under
this Section 3.

                                  ARTICLE VIII.

                              CERTIFICATES OF STOCK

         Section 1. CERTIFICATES FOR SHARES. Shares may but need not be
represented by certificates. The rights and obligations of stockholders shall be
identical whether or not their shares are represented by certificates. If shares
are represented by certificates, each certificate shall be in such form as the
Board of Directors may from time to time prescribe, signed (either manually or
in facsimile) by the President or a Vice President (and may be signed (either
manually or in facsimile) by the Secretary or an Assistant Secretary and sealed
with the seal of the corporation or its facsimile), exhibiting the holder's
name, certifying the number of shares owned and stating such other matters as
may be required by law. The certificates shall be numbered and entered on the
books of the corporation as they are issued. If shares are not represented by
certificates, then, within a reasonable time after issue or transfer of shares
without certificates, the corporation shall send the stockholder a written
statement in such form as the Board of Directors may from time to time
prescribe, certifying as to the number of shares owned by the stockholder and as
to such other information as would have been required to be on certificates for
such shares.

         Section 2. SIGNATURES OF PAST OFFICERS. If the person who signed
(either manually or in facsimile) a share certificate no longer holds office
when the certificate is issued, the certificate shall nevertheless be valid.

         Section 3. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may,
in its discretion, appoint responsible banks or trust companies in such city or
cities as the Board may deem advisable from time to time to act as transfer
agents and registrars of the stock of the corporation; and, when such
appointments shall have been made, no stock certificate shall be valid until
countersigned by one of such transfer agents and registered by one of such
registrars.

         Section 4. TRANSFER OF SHARES. Transfers of shares of the corporation
shall be made upon its books by the holder of the shares in person or by the
holder's lawfully constituted representative, upon surrender of the certificate
of stock for cancellation if such shares are represented by a certificate of
stock or by delivery to the corporation of such evidence of transfer as may be
required by the corporation if such shares are not represented by certificates.
The person in whose name shares stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all purposes and the
corporation shall not be bound to recognize any equitable or other claim to or

                                       14
   15
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Delaware.

         Section 5. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation and alleged to have been lost
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or the owner's
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.

                                   ARTICLE IX.

                                   RECORD DATE

         Section 1. RECORD DATE FOR STOCKHOLDER ACTIONS. The Board of Directors
is authorized from time to time to fix in advance a date, not more than seventy
(70) nor less than ten (10) days before the date of any meeting of the
stockholders, a date in connection with the obtaining of the consent of
stockholders for any purpose, or the date of any other action requiring a
determination of the stockholders, as the record date for the determination of
the stockholders entitled to notice of and to vote at any such meeting and any
adjournment thereof (unless a new record date must be established by law for
such adjourned meeting), or of the stockholders entitled to give such consent or
take such action, as the case may be. In no event may a record date so fixed by
the Board of Directors precede the date on which the resolution establishing
such record date is adopted by the Board of Directors. Only those stockholders
listed as stockholders of record as of the close of business on the date so
fixed as the record date shall be entitled to notice of and to vote at such
meeting and any adjournment thereof, or to exercise such rights or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid. If the
Board of Directors fails to establish a record date as provided herein, the
record date shall be deemed to be the date ten (10) days prior to the date of
the stockholders' meeting.

         Section 2. RECORD DATE FOR DIVIDEND AND OTHER DISTRIBUTIONS. The Board
of Directors is authorized from time to time to fix in advance a date, not more
than seventy (70) nor less than ten (10) days before the date of any dividend or
other distribution, as the record date for the determination of the stockholders
entitled to receive such dividend or other distribution. In no event may a
record date so fixed by the Board of Directors precede the date on which the
resolution establishing such record date is adopted by the Board of Directors.
Only those stockholders listed as stockholders of record as of the close of
business on the date so fixed as the record date shall be entitled

                                       15
   16
to receive the dividend or other distribution, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid. If the Board of Directors fails to
establish a record date as provided herein, the record date shall be deemed to
be the date of distribution of the dividend or other distribution.

                                   ARTICLE X.

                                    DIVIDENDS

         The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares of capital stock in the
manner and upon the terms and conditions provided by the Certificate of
Incorporation and by law. Subject to the provisions of the Certificate of
Incorporation and to law, dividends may be paid in cash or property, including
shares of stock or other securities of the corporation.

                                   ARTICLE XI.

                                   FISCAL YEAR

         The fiscal year of the corporation shall be the period selected by the
Board of Directors as the taxable year of the corporation for federal income tax
purposes, unless the Board of Directors specifically establishes a different
fiscal year.

                                  ARTICLE XII.

                                      SEAL

         The corporate seal shall have the name of the corporation, the word
"SEAL" and the year of incorporation inscribed thereon, and may be a facsimile,
engraved, printed or impression seal. An impression of said seal appears on the
margin hereof.

                                  ARTICLE XIII.

                           STOCK IN OTHER CORPORATIONS

         Shares of stock in other corporations held by the corporation shall be
voted by such officer or officers or other agent of the corporation as the Board
of Directors shall from time to time designate for the purpose or by a proxy
thereunto duly authorized by said Board.

                                       16
   17
                                  ARTICLE XIV.

                                   AMENDMENTS

         These by-laws may be altered, amended or repealed and new by-laws may
be adopted by the Board of Directors; provided that any by-law or amendment
thereto as adopted by the Board of Directors may be altered, amended or repealed
by vote of the stockholders entitled to vote thereon, or a new by-law in lieu
thereof may be adopted by the stockholders, and the stockholders may prescribe
in any by-law made by them that such by-law shall not be altered, amended or
repealed by the Board of Directors.

                                   ARTICLE XV.

                                EMERGENCY BY-LAWS

         Section 1. SCOPE OF EMERGENCY BY-LAWS. The emergency by-laws provided
in this Article XV shall be operative during any emergency, notwithstanding any
different provision set forth in the preceding articles hereof or the
Certificate of Incorporation. For purposes of the emergency by-law provisions of
this Article XV, an emergency shall exist if a quorum of the corporation's
directors cannot readily be assembled because of some catastrophic event. To the
extent not inconsistent with the provisions of this Article, the by-laws
provided in the preceding Articles shall remain in effect during such emergency
and upon termination of such emergency, these emergency by-laws shall cease to
be operative.

         Section 2. CALL AND NOTICE OF MEETING. During any emergency, a meeting
of the Board of Directors may be called by any officer or director of the
corporation. Notice of the date, time and place of the meeting shall be given by
the person calling the meeting to such of the directors as it may be feasible to
reach by any available means of communication. Such notice shall be given at
such time in advance of the meeting as circumstances permit in the judgment of
the person calling the meeting.

         Section 3. QUORUM AND VOTING. At any such meeting of the Board of
Directors, a quorum shall consist of any one or more directors, and the act of
the majority of the directors present at such meeting shall be the act of the
corporation.

         Section 4. APPOINTMENT OF TEMPORARY DIRECTORS.

         a. The director or directors who are able to be assembled at a meeting
of directors during an emergency may assemble for the purpose of appointing, if
such directors deem it necessary, one or more temporary directors (the
"Temporary Directors") to serve as directors of the corporation during the term
of any emergency.

         b. If no directors are able to attend a meeting of directors during an
emergency, then such stockholders as may reasonably be assembled shall have the
right, by majority

                                       17
   18
vote of those assembled, to appoint Temporary Directors to serve on the Board of
Directors until the termination of the emergency.

         c. If no stockholders can reasonably be assembled in order to conduct a
vote for Temporary Directors, then the President or his successor, as determined
pursuant to Section 9 of Article IV herein shall be deemed a Temporary Director
of the corporation, and such President or his successor, as the case may be,
shall have the right to appoint additional Temporary Directors to serve with him
on the Board of Directors of the corporation during the term of the emergency.

         d. Temporary Directors shall have all of the rights, duties and
obligations of directors appointed pursuant to Article III hereof, provided,
however, that a Temporary Director may be removed from the Board of Directors at
any time by the person or persons responsible for appointing such Temporary
Director, or by vote of the majority of the stockholders present at any meeting
of the stockholders during an emergency, and, in any event, the Temporary
Director shall automatically be deemed to have resigned from the Board of
Directors upon the termination of the emergency in connection with which the
Temporary Director was appointed.

         Section 5. MODIFICATION OF LINES OF SUCCESSION. During any emergency,
the Board of Directors may provide, and from time to time modify, lines of
succession different from that provided in Section 9 of Article IV in the event
that during such an emergency any or all officers or agents of the corporation
shall for any reason be rendered incapable of discharging their duties.

         Section 6. CHANGE OF PRINCIPAL OFFICE. The Board of Directors may,
either before or during any such emergency, and effective during such emergency,
change the principal office of the corporation or designate several alternative
head offices or regional offices, or authorize the officers of the corporation
to do so.

         Section 7. LIMITATION OF LIABILITY. No officer, director or employee
acting in accordance with these emergency by-laws during an emergency shall be
liable except for willful misconduct.

         Section 8. REPEAL AND CHANGE. These emergency by-laws shall be subject
to repeal or change by further action of the Board of Directors or by action of
the stockholders, but no such repeal or change shall modify the provisions of
Section 7 above with regard to actions taken prior to the time of such repeal or
change. Any amendment of these emergency by-laws may make any further or
different provision that may be practical or necessary under the circumstances
of the emergency.

                                       18

EX-3.68

   1
                                                                    Exhibit 3.68

                          CERTIFICATE OF INCORPORATION

                                       OF

                    SILVER KING BROADCASTING OF DALLAS, INC.

                  FIRST. The name of the corporation is SILVER KING BROADCASTING
OF DALLAS, INC.

                  SECOND. Its registered office in the State of Delaware is to
be located at 1209 Orange Street, in the City of Wilmington, County of New
Castle, 19801. The registered agent in charge thereof is The Corporation Trust
Company.

                  THIRD. The purpose or purposes of the corporation are as
follows:

                  (a) To engage in the business of transmitting, receiving,
relaying and/or distributing radio and/or television broadcasts, pictures,
sounds, signals, and messages of all kinds by means of waves, radiation, wire,
cable, radio, light or other means of communication of any type, kind or nature;

                  (b) To purchase or otherwise acquire (for cash, notes, stock
or bonds of this corporation or otherwise) assets used or useful in the
aforesaid business, and to undertake or assume the whole or any part of any
obligations and/or liabilities attendant thereto;

                  (c) In general, to carry on any other business in connection
with the foregoing; and

                  (d) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware, and to have and exercise all the powers conferred by the laws of the
State of Delaware upon corporations formed under the General Corporation Law of
the State of Delaware.

                                       1
   2
                  FOURTH. The amount of the total authorized capital stock of
this corporation shall be one thousand (1,000) shares of voting common stock,
with a par value of one cent ($0.01) per share.

                  FIFTH. The name and mailing address of incorporator is as
follows:

                  Sheryl P. Lepisto
                  1255 Twenty-Third Street, N.W.
                  Suite 500
                  Washington, D.C. 20037

                  SIXTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the corporation shall have the
following powers:

                  (a) To adopt, and to alter or amend the Bylaws, to fix the
amount to be reserved as working capital, and to authorize and cause to be
executed mortgages and liens (without limit as to the amount) upon the property
of this corporation, and

                  (b) With the consent in writing or pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding, to dispose
of, in any manner, all or substantially all of the property of this corporation.

                  SEVENTH. The shareholders and directors shall have the power
to hold their meetings and keep the books, documents and papers of the
corporation within or outside the State of Delaware and at such place or places
as may be from time to time designated by the Bylaws or by resolution of the
shareholders or directors, except as otherwise required by the laws of the State
of Delaware.

                  EIGHTH. The objects, purposes and powers specified in any
clause or paragraph of this Certificate of Incorporation shall be in no way
limited or restricted by reference to or inference from the terms of any other
clause or paragraph of this Certificate of Incorporation. The objects, purposes
and powers in each of the clauses and paragraphs of this Certificate of
Incorporation shall be regarded as independent objects, purposes and powers. The
objects, purposes and powers specified in this

                                       2
   3
Certificate of Incorporation are in furtherance and not in limitation of the
objects, purposes and powers conferred by statute.

                  NINTH. No director of the corporation shall have any personal
liability to the corporation or its stockholders for monetary damages for a
breach of fiduciary duty as a director unless it shall ultimately be determined
in a civil or criminal action, suit or proceeding that the director: (i)
breached his duty of loyalty to the corporation or its stockholders; (ii)
committed acts or omissions which were not in good faith or which involved
intentional misconduct or a knowing violation of law; (iii) committed a breach
of Section 174 of the General Corporation Law of the State of Delaware, or (iv)
derived improper personal benefit in any corporate transaction. The corporation
shall have the power to indemnify its officers, directors, employees and agents,
and such other persons as may be designated as set forth in the Bylaws, to the
full extent permitted by the laws of the State of Delaware.

                  TENTH. The corporation shall have perpetual existence

                  The undersigned, Sheryl P. Lepisto, for the purpose of forming
a corporation under the laws of the State of Delaware, does hereby make, file
and record this Certificate of Incorporation and does hereby certify that the
facts herein stated are true, and has accordingly hereunto set her hand and
seal.

                                       /s/ Sheryl P. Lepisto
                                       ________________________________________
                                       Sheryl P. Lepisto


Dated:  August 20, 1986

                                       3
   4
                            CERTIFICATE OF OWNERSHIP
                                     MERGING
                        CELA, INC., A TEXAS CORPORATION,
                                      INTO
                    SILVER KING BROADCASTING OF DALLAS, INC.,
                             A DELAWARE CORPORATION

                         (PURSUANT TO SECTION 253 OF THE
                      GENERAL CORPORATION LAW OF DELAWARE)

                  Silver King Broadcasting of Dallas, Inc. (the "Corporation"),
a corporation incorporated on the 21st day of August, 1986, pursuant to the
provisions of the General Corporation Law of the State of Delaware, does hereby
certify that the Corporation owns all of the capital stock of Cela, Inc.
("Cela"), a corporation incorporated under the laws of the State of Texas, and
that the Corporation, by a resolution of its Board of Directors duly adopted by
Unanimous Written Consent dated December 29th, 1987, determined to and did merge
into itself Cela which resolutions are in the following words, to wit:

                           "WHEREAS, this Corporation lawfully owns all the
                  outstanding stock of Cela, Inc., a corporation organized and
                  existing under the laws of Texas, and

                           WHEREAS, the Corporation desires to merge into itself
                  and to be possessed of all the estate, property, rights,
                  privileges and franchises of Cela, Inc.

                           NOW, THEREFORE, BE IT RESOLVED, that the Corporation
                  merge into itself, and it does hereby merge into itself Cela,
                  Inc., and assumes all of its liabilities and obligations; and

                           FURTHER RESOLVED, that the officers of the
                  Corporation, acting singly, for and on behalf of the
                  Corporation, be and hereby are authorized to make and execute
                  a Certificate or Ownership setting forth a copy of the
                  resolution, to merge Cela, Inc., and assume its liabilities
                  and obligations, and the date of adoption thereof, and to file
                  the same in the office of the Secretary of the State of
                  Delaware, and a certified copy thereof in


                                       1
   5
                  the office of the Recorder of Deeds of New Castle County; and

                           FURTHER RESOLVED, that the officers of this
                  Corporation be and hereby are authorized to execute and
                  deliver Articles of Merger to the Secretary of State of Texas
                  merging Cela, Inc., into this Corporation; and

                           FURTHER RESOLVED, that the officers of this
                  Corporation, acting singly, for and on behalf of the
                  Corporation, be and hereby are authorized to execute any and
                  all documents and perform any and all acts that they, in their
                  sole discretion, deem necessary or appropriate to effect the
                  foregoing resolutions" 

                  IN WITNESS WHEREOF, this Corporation has caused this
certificate to be signed by its President and attested by its Secretary, and its
corporate seal to be hereto affixed, the day of December, 1987


                                       SILVER KING BROADCASTING OF
                                       DALLAS, INC.


                                       By:/s/ James J. Flynn
                                          _____________________________________
                                          James J. Flynn, President
  [SEAL]


Attest:

/s/ Nando DiFillipo
__________________________________
Nando DiFillipo, Jr., Secretary

                                       2
   6
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                    SILVER KING BROADCASTING OF DALLAS, INC.


                  SILVER KING BROADCASTING OF DALLAS, INC., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

                              DOES HEREBY CERTIFY:

                  FIRST: That by Unanimous Written Consent, the Board of
Directors of SILVER KING BROADCASTING OF DALLAS, INC. (the "Corporation") duly
adopted resolutions setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation and directed that the amendment be submitted to
a vote of the sole Shareholder. The resolution setting forth the proposed
amendment is as follows:

                  "RESOLVED, that paragraph One of the Certificate of
                  Incorporation shall be amended in its entirety and restated as
                  follows:

                           '1. The name of the corporation is HSN BROADCASTING
                  OF DALLAS, INC.'"

                  SECOND: That thereafter, pursuant to resolutions of the Board
of Directors, the sole Shareholder of the Corporation by Written Consent waived
any and all notice and adopted a resolution in favor of the amendment.

                  THIRD: That the amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

                  FOURTH: That the capital of the Corporation shall not be
reduced under or by reason of the amendment.


                                       4
   7
                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by James J. Flynn, its President, and Nando DiFilippo,
Jr., its Secretary, this 31st day of May, 1989.



                                       SILVER KING BROADCASTING
                                       OF DALLAS, INC.

                                       By:/s/ James J. Flynn
                                          _________________________________
                                            James J. Flynn, President

Attest:

/s/ Nando DiFillipo
____________________________________
Nando DiFillipo, Jr., Secretary
[SEAL]

                                       5
   8
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                    SILVER KING BROADCASTING OF DALLAS, INC.

                                      *****

      Silver King Broadcasting of Dallas, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:

FIRST:      That the Board of Directors of said corporation, by the unanimous
            written consent of its members, filed with the minutes of the Board,
            duly adopted a resolution proposing and declaring advisable an
            amendment to the Certificate of Incorporation of the Company, and
            directed that the amendment be submitted to a vote of the sole
            shareholder. The resolution setting forth the proposed amendment is
            as follows:

                  "RESOLVED, that paragraph one of the Certificate of
                  Incorporation be amended in its entirety and restated as
                  follows: FIRST: The name of the corporation is USA Station
                  Group of Dallas, Inc."

SECOND:     That in lieu of a meeting and vote of stockholders, the sole
            shareholder of the Company by unanimous written consent adopted a
            resolution in favor of the amendment in accordance with the
            provisions of Section 228 of the General Corporation Law of the
            State of Delaware.

   9
THIRD:      That the aforesaid amendment was duly adopted in accordance with the
            applicable provisions of Sections 242 and 228 of the General
            Corporation Law of the State of Delaware.

FOURTH:     That this Certificate of Amendment of the Certificate of
            Incorporation shall be effective upon filing with the office of the
            Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of Dallas, Inc. has caused
this certificate to be signed by H. Steven Holtzman, its Assistant Secretary,
this 20th day of February, 1998.

                    Silver King Broadcasting of Dallas, Inc.

                       By: /s/ H. Steven Holtzman
                           ______________________________________
                           H. Steven Holtzman
                           Secretary

EX-3.69

   1
                                                                    EXHIBIT 3.69

                                     BY-LAWS

                    SILVER KING BROADCASTING OF DALLAS, INC.


                                    ARTICLE I

                                     OFFICES

                  SECTION 1. PRINCIPAL OFFICE. The registered office of the
corporation shall be located in the City of Wilmington, County of New Castle,
State of Delaware.

                  SECTION 2. OTHER OFFICES. The corporation may also have
offices at such other place, both within and without the State of Delaware, as
the Board of Directors may from time to time determine or the business of the
corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS

                  SECTION 1. PLACE OF MEETING. Meetings of stockholders may be
held at such place, either within or without the State of Delaware, as may be
designated by the Board of Directors. If no designation is made the place of the
meeting shall be the principal office of the corporation.

                  SECTION 2. ANNUAL MEETING. The annual meeting of the
stockholders shall be held following the end of the corporation's fiscal year at
a date and time determined by the Board of Directors for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the election of directors shall not be held on the day designated by
the Board of Directors for any annual meeting, or at any adjournment thereof,
the Board of Directors shall cause the election to be held at a meeting of the
stockholders as soon thereafter as is convenient.

                  SECTION 3. SPECIAL MEETINGS. Special meetings of the
stockholders may be called by the Chairman of the Board of Directors, the Board
of Directors, or at the request in writing of stockholders owning a majority in
amount of the shares of the Common Stock as of the date of such request.
   2
                  SECTION 4. NOTICE. Written notice stating the date, time and
place of the meeting, and in case of a special meeting, the purpose or purposes
thereof, shall be given to each stockholder entitled to vote thereat not less
than ten (10) nor more than sixty (60) days prior thereto, either personally or
by mail or telegraph, addressed to each stockholder at his address as it appears
on the records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to the telegraph
company.

                  SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to
another time or place, notice of the adjourned meeting need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken, if the adjournment is for not more than thirty (30) days, and if no new
record date is fixed for the adjourned meeting. At the adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.

                  SECTION 6. QUORUM. The holders of a majority of each class of
the shares of stock issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. When a quorum is present at any meeting, the
vote of the holders of a majority of each class of the shares of stock having
voting power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of the Delaware General Corporation Law or of the certificate of
incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.

                                       2
   3
                  SECTION 7. VOTING. Each stockholder shall at every meeting of
the stockholders be entitled to one (1) vote in person or by proxy for each
share of the class of capital stock having voting power held by such
stockholder, but no proxy shall be voted after three (3) years from its date,
unless the proxy provides for a longer period, and, except where the transfer
books of the corporation have been closed or a date has been fixed as a record
date for the determination of its stockholders entitled to vote, no share of
stock shall be voted at any election for directors which has been transferred on
the books of the corporation within ten (10) days next preceding such election
of directors. No corporate action requiring shareholder approval, including the
election or removal of directors, may occur without the affirmative vote of the
holders of a majority of the shares of each of the classes of shares then
entitled to vote, voting as separate classes. Election of directors need not be 
by written ballot.

                  SECTION 8. ACTION WITHOUT MEETING. Any action required or
permitted to be taken at any annual or special meeting of stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all the shares
entitled to vote thereon were present and voted, provided that prompt notice of
such action shall be given to those stockholders who have not so consented in
writing to such action without a meeting.

                                   ARTICLE III

                                    DIRECTORS

                  SECTION 1. NUMBER AND TENURE. The business and affairs of the
corporation shall be managed by a board of at least three (3) directors, unless
a different number shall be established by amendment to these By-Laws, subject
to the limitation established by the certificate of incorporation. Each director
shall serve for a term of one year from the date of his election and until his
successor is elected. Directors need not be stockholders.

                  SECTION 2. RESIGNATION OR REMOVAL. Any director may at any
time resign by delivering to the Board of Directors his resignation in writing,
to take effect no later

                                      -3-
   4
than ten days thereafter. Any director may at any time be removed effective
immediately, with or without cause, by the vote, either in person or represented
by proxy, of a majority of the shares of stock issued and outstanding and
entitled to vote at a special meeting held for such purpose or by the written
consent of a majority of the shares of stock issued and outstanding.

                  SECTION 3. VACANCIES. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their respective successors are duly elected.

                  SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held quarterly at a date, time and place set by the Chairman
of the Board of Directors.

                  SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board of
Directors or any three (3) directors. The Chairman of the Board of Directors may
fix a place within the State of Florida for holding any special meeting of the
Board of Directors.

                  SECTION 6. NOTICE. Written notice of any regular meeting or a
special meeting shall be given at least ten (10) days prior thereto, either
personally or by mail or telegraph, addressed to each director at his address as
it appears on the records of the corporation; provided, however, that written
notice of any regular meeting or a special meeting to be conducted by conference
telephone shall be given at least three (3) days prior thereto, either
personally, or by mail or telegraph. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company.

                  SECTION 7. QUORUM. At all meetings of the Board of Directors a
majority of the total number of directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other

                                       4
   5
than announcement at the meeting, until a quorum shall be present. A director
present at a meeting shall be counted in determining the presence of a quorum,
regardless of whether a contract or transaction between the corporation and such
director or between the corporation and any other corporation, partnership,
association, or other organization in which such director is a director or
officer, or has a financial interest, is authorized or considered at such
meeting.

                  SECTION 8. ACTION WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent thereto in writing and such written
consent is filed with the minutes of proceedings of the Board or committee.

                  SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the
Board of Directors or any committee thereof may participate in a meeting of such
Board or committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at such meeting.

                  SECTION 10. COMMITTEES. The Board of Directors, by resolution
adopted by the majority of the whole Board, may designate one (1) or more
committees, each committee to consist of two (2) or more directors. The Board
may designate one (1) or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of any member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in such resolution, shall have and may exercise all of the powers of
the Board of Directors in the management of the business and affairs of the
corporation and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property

                                       5
   6
and assets, recommending to the stockholders a dissolution of the corporation or
a revocation of a dissolution, or amending the by-laws of the corporation; nor
shall such committee have the power or authority to declare a dividend or to
authorize the issuance of stock.

                  SECTION 11. COMPENSATION OF DIRECTORS. The directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of committees may be allowed like
compensation for attending committee meetings.

                                   ARTICLE IV

                                    OFFICERS

                  SECTION 1. NUMBER AND SALARIES. The officers of the
corporation shall consist of a Chairman of the Board of Directors, a President,
one (1) or more Vice Presidents (the number thereof to be determined by the
Board of Directors), a Secretary, and a Treasurer. Such other officers and
assistant officers and agents as may be deemed necessary by the Board of
Directors may be elected or appointed by the Board. Any three (3) or more
offices may be held by the same person. The salaries of all officers and agents
of the corporation shall be fixed by the Board of Directors.

                  SECTION 2. ELECTION AND TERM OF OFFICE. The Chairman of the
Board shall be elected by the Board of Directors at the first meeting of the
Board of Directors following the stockholders' annual meeting, and serve for a
term of one (1) year and until a successor is elected by the Board. The other
officers of the corporation shall also be appointed by the Board of Directors
for a term of one (1) year. Any officer appointed by the Board may be removed,
with or without cause, at any time by the Chairman of the Board. The Chairman of
the Board, however, may only be removed by the affirmative vote of 60% of all
directors. An officer may resign at any time upon written notice to the
corporation. Each officer shall hold his office until his or her successor is
appointed or until his or her earlier resignation or removal.

                                       6
   7
                  SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall be elected by the Board of Directors from their own number; the
Chairman shall preside at all meetings of the stockholders and of the Board of
Directors and shall be the chief executive officer of the corporation and shall
have general and active management of the business of the corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect; the Chairman shall be a member of all Committees, except the Audit
Committee, in the event such committee is created; the Chairman may remove and
replace, in his sole discretion, the officers of the corporation; the Chairman
shall be empowered to sign all certificates, contracts and other instruments of
the corporation, which may be authorized by the Board of Directors; and the
Chairman shall have such other duties and shall supervise such matters as may be
designated to him by the Board of Directors.

                  SECTION 4. THE PRESIDENT. The President shall be the chief
operating officer of the Company; in the absence of the Chairman of the Board,
the President shall preside at all meetings of the stockholders and of the Board
of Directors; the President shall have general and active supervision of the
business of the corporation subject to the direction of the Chairman of the
Board of Directors; shall sign or countersign all certificates, contracts or
other instruments; and the President shall perform any and all duties assigned
to him by the Board of Directors or directed by the Chairman of the Board of
Directors or as are incident to the office of the President of a corporation.

                  SECTION 5. THE VICE PRESIDENTS. In the absence of the
President or in the event of his inability or refusal to act, the vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as from time to
time may be assigned to him by the Chairman of the Board of Directors or by the
Board of Directors.

                  SECTION 6. THE SECRETARY. The Secretary shall keep the minutes
of the proceedings of the stockholders and the Board of Directors; the Secretary
shall give, or cause to be given, all notices in accordance with the provisions
of these By-Laws or as required by law;

                                       7
   8
the Secretary shall be custodian of the corporate records and of the seal of the
corporation; the Secretary shall keep at the registered office or principal
place of business of the corporation a record of the stockholders of the
corporation, giving the names and addresses of all such stockholders (which
addresses shall be furnished to the Secretary by such stockholders) and the
number and class of the shares held by each; the Secretary shall have general
charge of the stock transfer books of the corporation; and in general the
Secretary shall perform all duties as from time to time may be assigned to him
by the Chairman of the Board of Directors or by the Board of Directors.

                  SECTION 7. TREASURER. The Treasurer shall act as the chief
financial officer of the corporation and shall have the custody of the corporate
funds and securities and shall keep, or cause to be kept, correct and complete
books and records of account, including full and accurate accounts of receipts
and disbursements in books belonging to the corporation and shall deposit all
monies and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors;
and in general shall perform all the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
Chairman of the Board of Directors or by the Board of Directors.

                  SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries,
if any, in general shall perform such duties as from time to time may be
assigned to them by the Secretary, or by the Chairman of the Board of Directors
or by the Board of Directors, and shall in the absence of the Secretary perform
his functions.


                                    ARTICLE V

                              CERTIFICATES OF STOCK

                  SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the Chairman of the Board of Directors, the President or a
Vice President, and by the Treasurer, or the Secretary or an Assistant Secretary
of the corporation, certifying the number of shares owned by the stockholder in
the corporation.

                                       8
   9
                  SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman
of the Board of Directors, President, Vice President, Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

                  SECTION 3. LOST CERTIFICATES. The Board of Directors may
direct a new certificate or certificates to be issued by the corporation alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such
manner as it shall require and/or to give the corporation a bond in such sum as
it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.

                  SECTION 4. TRANSFER OF STOCK. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

                  SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
The Board of Directors may close the stock transfer books of the corporation for
a period of no more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of stockholders or the date for payment of any dividend or
the date for the allotment of rights or the date when any change or conversion
or exchange of capital stock shall go into effect or for a period of no more
than sixty (60) nor less than ten (10) days in connection with obtaining the

                                       9
   10
consent of stockholders for any purpose. In lieu of closing the stock transfer
books as aforesaid, the Board of Directors may fix in advance a date of no more
than sixty (60) nor less than ten (10) days preceding the date of any dividend,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent as the case may be notwithstanding any transfer of any
stock on the books of the corporation after any such record date fixed as
aforesaid.

                  SECTION 6. REGISTERED STOCKHOLDERS. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends and to vote as such owner, and shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Delaware.


                                   ARTICLE VI

                      CONTRACT, LOANS, CHECKS AND DEPOSITS

                  SECTION 1. CONTRACTS. When the execution of any contract or
other instrument has been authorized by the Board of Directors without
specification of the executing officers, the Chairman of the Board of Directors,
President, or any Vice President, Treasurer, and the Secretary, or any Assistant
Secretary, may execute the same in the name of and on behalf of the corporation
and may affix the corporate seal thereto.

                                       10
   11
                  SECTION 2. LOANS. No loans shall be contracted on behalf of
the corporation and no evidence of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors.

                  SECTION 3. CHECKS. All checks or demands for money and notes
of the corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.


                                   ARTICLE VII

                                    DIVIDENDS

                  SECTION 1. DECLARATION OF DIVIDENDS. Dividends upon the
capital stock of the corporation, subject to the provisions of the certificate
of incorporation, if any, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property or contractual rights, or in shares of the capital stock, subject to
the provisions of the certificate of incorporation.

                  SECTION 2. RESERVES. Before payment of any dividend, there may
be set aside out of any funds of the corporation available for dividends such
sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conductive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.

                                  ARTICLE VIII

                                   FISCAL YEAR

                  The fiscal year of the corporation shall be determined by the
Board of Directors.


                                   ARTICLE IX

                                WAIVER OF NOTICE

                                       11
   12
                  Whenever any notice whatever is required to be given by law,
the certificate of incorporation or these By-Laws, a written waiver
thereof, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting.


                                    ARTICLE X

                                      SEAL

                  The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced otherwise.


                                   ARTICLE XI

                                   AMENDMENTS

                  These by-laws may be altered, amended or repealed and new
by-laws adopted at any regular or special meeting of the Board of Directors by
an affirmative vote of 60% of all directors; provided, however, that at least
ten days advance written notice of the meeting is given to the directors,
describing the proposed amendment or alteration of these by-Laws.

                                       12

EX-3.70

   1
                                                                    Exhibit 3.70

                          CERTIFICATE OF INCORPORATION
                                       OF
                   SILVER KING BROADCASTING OF ILLINOIS, INC.

     FIRST.    The name of the corporation is SILVER KING BROADCASTING OF 
ILLINOIS, INC.

     SECOND.   Its registered office in the State of Delaware is to be located 
at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. 
The registered agent in charge thereof is the Corporation Trust Company.

     THIRD.    The purpose or purposes of the corporation are as follows:

          (a)  To engage in the business of transmitting, receiving, relaying 
and/or distributing radio and/or television broadcasts, pictures, sounds, 
signals, and messages of all kinds by means of waves, radiation, wire, cable, 
radio, light or other means of communication of any type, kind or nature;

          (b)  To purchase or otherwise acquire (for cash, notes, stock or 
bonds of this corporation or otherwise) assets used or useful in the aforesaid 
business, and to undertake or assume the whole or any part of any obligations 
and/or liabilities attendant thereto;

          (c)  In general, to carry on any other business in connection with 
the foregoing, and

          (d)  To engage in any lawful act or activity for which corporations 
may be organized under the General Corporation Law of the State of Delaware, 
and to have and exercise all the powers conferred by the laws of the State of 
Delaware upon corporations formed under the General Corporation Law of the 
State of Delaware.

     FOURTH.   The amount of the total authorized capital stock of this 
corporation shall be one thousand (1,000) shares of voting common stock, with a 
par value of one cent ($0.01) per share.

     FIFTH.    The name and mailing address of the incorporator is as follows:

               Sheryl P. Lepisto
               1255 Twenty-Third Street, N.W.
               Suite 500
               Washington, D.C. 20037
   2
    SIXTH.   In furtherance and not in limitation of the power conferred by
statute, the Board of Directors of the corporation shall have the following
powers:

         (a) To adopt, and to alter or amend the Bylaws, to fix the amount to 
be reserved as working capital, and to authorize and cause to be executed 
mortgages and liens (without limit as to the amount) upon the property of this 
corporation; and

         (b) With the consent in writing or pursuant to a vote of the holders 
of a majority of the capital stock issued and outstanding, to dispose of, in 
any manner, all or substantially all of the property of this corporation.

    SEVENTH. The shareholders and directors shall have the power to hold their
meetings and keep the books, documents and papers of the corporation within or
outside the State of Delaware and at such place or places as may be from time to
time designated by the Bylaws or by resolution of the shareholders or directors,
except as otherwise required by the laws of the State of Delaware.

    EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause of
paragraph of this Certificate of Incorporation. The objects, purposes and powers
in each of the clauses and paragraphs of this Certificate of Incorporation shall
be regarded as independent objects, purposes and powers. The objects, purposes
and powers specified in this Certificate of Incorporation are in furtherance and
not in limitation of the objects, purposes and powers conferred by statute.

    NINTH. No director of the corporation shall have any personal liability to 
the corporation or its stockholders for monetary damages for a breach of 
fiduciary duty as a director unless it shall ultimately be determined in a 
civil or criminal action, suit or proceeding that the director: (i) breached 
his duty of loyalty to the corporation or its stockholders, (ii) committed acts 
or omissions which were not in good faith or which involved intentional 
misconduct or a knowing violation of law, (iii) committed a breach of Section 
174 of the General Corporation Law of the State of Delaware, or (iv) derived 
improper personal benefit in any corporate transaction. The corporation shall 
have the power to indemnify its officers, directors, employees and agents, and 
such other persons as may be designated as set forth in the Bylaws, to the full 
extent permitted by the laws of the State of Delaware.
   3

     TENTH. The corporation shall have perpetual existence.

     The undersigned, Sheryl P. Lepisto, for the purpose of forming a 
corporation under the laws of the State of Delaware, does hereby make, file and 
record this Certificate of Incorporation and does hereby certify that the facts 
herein stated are true, and has accordingly hereunto set her hand and seal.



                                       /s/Sheryl P. Lepisto
                                       ____________________
                                       Sheryl P. Lepisto

Dated: October 16, 1986                                             
   4
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                   SILVER KING BROADCASTING OF ILLINOIS, INC.

SILVER KING BROADCASTING OF ILLINOIS, INC., a corporation organized and 
existing under and by virtue of the General Corporation Law of the State of 
Delaware,

                              DOES HEREBY CERTIFY

     FIRST: That by Unanimous Written Consent, the Board of Directors of SILVER 
KING BROADCASTING OF ILLINOIS, INC. (the "Corporation") duly adopted 
resolutions setting forth a proposed amendment of the Certificate of 
Incorporation of the Corporation and directed that the amendment be submitted 
to a vote of the sole Shareholder. The resolution setting forth the proposed 
amendment is as follows:

          "Resolved, that paragraph One of the Certificate of Incorporation
          shall be amended in its entirety and restated as follows:
               '1. The name of the corporation is HSN BROADCASTING OF
          ILLINOIS, INC.'"

     SECOND: That thereafter, pursuant to resolutions of the Board of 
Directors, the sole Shareholder of the Corporation by Written Consent waived 
any and all notice and adopted a resolution in favor of the amendment.

     THIRD: That the amendment was duly adopted in accordance with the 
provisions of Section 242 of the General Corporation Law of the State of 
Delaware.

          
   5
     FOURTH: That the capital of the Corporation shall not be reduced under or 
by reason of the amendment.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be 
signed by James J. Flynn, its President, and Nando DiFillippo, Jr., its 
Secretary, this 31st day of May 1989.

                                        SILVER KING BROADCASTING OF 
                                        ILLINOIS, INC.

                                        By: /s/ James J. Flynn
                                           _________________________

                                           James J. Flynn, President

   Attest:

   /s/ Nando DiFillipo
   ________________________________

   Nando DiFilippo, Jr., Secretary
   6
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       HSN BROADCASTING OF ILLINOIS, INC.

     HSN BROADCASTING OF ILLINOIS, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

                              DOES HEREBY CERTIFY:

     FIRST: That by Unanimous Written Consent, the Board of Directors of SILVER 
KING BROADCASTING OF ILLINOIS, INC. (the "Corporation") duly adopted 
resolutions setting forth a proposed amendment to the Certificate of 
Incorporation of the corporation, and directed that the amendment be submitted 
to a vote of the sole shareholder. The resolution setting forth the proposed 
amendment is as follows:

     "RESOLVED, that paragraph one of the Certificate of Incorporation shall be 
amended in its entirety and restated as follows:

     '1.: The name of the corporation is SILVER KING OF ILLINOIS, INC.'"

     SECOND: That thereafter, pursuant to resolutions of the Board of 
Directors, the sole shareholder of the Corporation by Written Consent waived 
any and all notice and adopted a resolution in favor of the amendment.

     THIRD: That the amendment was duly adopted in accordance with the 
provisions of Section 242 of the General Corporation Law of the State of 
Delaware.
   7
     FOURTH: That the capital of the Corporation shall not be reduced under or 
by reason of the amendment.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be 
signed by Jeffrey McGrath, its President, and Michael Drayer, its Assistant 
Secretary, this 1st day of October, 1992



                                       HSN BROADCASTING OF ILLINOIS, INC.



                                       By: /s/Jeffrey McGrath
                                           __________________
                                           Jeffrey McGrath, President

Attest:

/s/Michael Drayer
_________________
Michael Drayer, Assistant Secretary
   8


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                   SILVER KING BROADCASTING OF ILLINOIS, INC.

                                      *****
         Silver King Broadcasting of Illinois, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:

FIRST:            That the Board of Directors of said corporation, by the
                  unanimous written consent of its members, filed with the
                  minutes of the Board, duly adopted a resolution proposing and
                  declaring advisable an amendment to the Certificate of
                  Incorporation of the Company, and directed that the amendment
                  be submitted to a vote of the sole shareholder. The resolution
                  setting forth the proposed amendment is as follows:

                  "RESOLVED, that paragraph one of the Certificate of 
                  Incorporation be amended in its entirety and restated as 
                  follows:

                  FIRST:  The name of the corporation is USA Station Group of 
                  Illinois, Inc."

SECOND:           That in lieu of a meeting and vote of stockholders, the sole
                  shareholder of the Company by unanimous written consent
                  adopted a resolution in favor of the amendment in accordance
                  with the provisions of Section 228 of the General Corporation
                  Law of the State of Delaware.
   9
THIRD:            That the aforesaid amendment was duly adopted in accordance
                  with the applicable provisions of Sections 242 and 228 of the
                  General Corporation Law of the State of Delaware.

FOURTH:           That this Certificate of Amendment of the Certificate of
                  Incorporation shall be effective upon filing with the office
                  of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of Illinois, Inc. has caused
this certificate to be signed by H. Steven Holtzman, its Assistant Secretary,
this 20th day of February, 1998.

                                    Silver King Broadcasting of Illinois, Inc.

                                   By:  /s/ H. Steven Holtzman
                                        ______________________________
                                        H. Steven Holtzman
                                        Secretary

EX-3.71

   1
                                                                    Exhibit 3.71

                                    BYLAWS OF

                       HSN BROADCASTING OF ILLINOIS, INC.

                                    ARTICLE I
                                     OFFICES

      SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

      SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                                  SHAREHOLDERS

      SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at such
place, either within or without the State of Delaware, as may be designated by
the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

      SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall be
held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a meeting of the shareholders
as soon thereafter as is convenient.
   2
      SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Chairman of the Board of Directors, the Board of Directors, or at
the request in writing of shareholders owning a majority in amount of the shares
of the common stock as of the date of such request.

      SECTION 4. NOTICE. Written notice stating the date, time, and place of the
meeting, and in case of a special meeting the purpose or purposes thereof, shall
be given to each shareholder entitled to vote thereat no less than ten (10) nor
more than sixty (60) days prior thereto, either personally or by mail or
telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

      SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another time
or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the adjourned meeting, the corporation
may transact any business that might have been transacted at the original
meeting.
   3
      SECTION 6. QUORUM. The holders of majority of each class of the shares of
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transactions of business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If at
such adjourned meeting, a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. When a quorum is present at any meeting, the vote of the holders of a
majority of each class of the shares of stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
Delaware General Corporation Law or of the certificate of incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

      SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such shareholder, but no
proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock shall be
voted at any election for directors which has been transferred on the books
   4
of the corporation within ten (10) days next preceding such election of
directors. No corporate action requiring shareholder approval, including the
election or removal of directors, may occur without the affirmative vote of the
holders of a majority of the shares of each of the classes of shares then
entitled to vote, voting as separate classes. Election of directors need not be
by written ballot.

      SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of such
action shall be given to those shareholders who have not so consented in writing
to such action without a meeting.

                                   ARTICLE III
                                    DIRECTORS

      SECTION 1. NUMBER AND TENURE. The business and affairs of the corporation
shall be managed by a board of one or more members, the number thereof to be
determined from time to time by resolution of the shareholders. Each director
shall serve for a term of one year from the date of his election and until his
successor is elected. Directors need not be shareholders.
   5
      SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign by
delivering to the Board of Directors his resignation in writing, to take effect
no later than ten (10) days thereafter. Any director may at any time be removed
effective immediately, with or without cause, by the vote, either in person or
represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

      SECTION 3. VACANCIES. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the shares of stock issued and outstanding and entitled to vote at a
special meeting held for such purpose or by the written consent of a majority of
the shares of stock issued and outstanding. The directors so chosen shall hold
office until the next annual election and until their respective successors are
duly elected.

      SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held annually at a date, time, and place set by the Board of Directors.

      SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors.
   6
      SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.

      SECTION 7. QUORUM. At all meetings of the Board of Directors a majority of
the total number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present at any meeting of the Board of Directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. A director present
at a meeting shall be counted in determining the presence of a quorum,
regardless of whether a contract or transaction between the corporation and such
director or between the corporation and any other corporation, partnership,
association, or other organization in which such director is a director or
officer or has a financial interest, is authorized or considered at such
meeting.
   7
      SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board or such committee, as the
case may be, consent thereto in writing and such written consent is filed with
the minutes of the Board or committee.

      SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

      SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted by
the majority of the whole Board, may designate one (1) or more committees, each
committee to consist of two (2) or more directors. The Board may designate one
(1) or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in such resolution, shall
have and may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the corporation and may
   8
authorize the seal of the corporation to be affixed to all papers which may
require it, except that no committee shall have the power or authority to amend
the certificate of incorporation, to adopt an agreement of merger or
consolidation, to recommend to the shareholders the sale, lease, or exchange of
all or substantially all of the corporation's property and assets, to recommend
to the shareholders a dissolution, to amend the bylaws of the corporation, to
declare a dividend, or to authorize the issuance of stock.

      SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                    OFFICERS

      SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President, one (1) or more Vice Presidents (the number thereof to
be determined by the Board of Directors), a Secretary, a Treasurer, and such
other officers and assistant officers and agents as may be deemed necessary by
the Board of Directors. Any three (3) or more offices may be held by the same
person.
   9
      SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any officer
appointed by the Board may be removed, with or without cause, at any time by the
Board. An officer may resign at any time upon written notice to the corporation.
Each officer shall hold his office until his or her successor is appointed or
until his or her earlier resignation, removal from office, or death.

      SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other duties as are imposed upon the Chairman by law, all subject to
customary oversight and supervision by the Board of Directors. The Chairman
shall be a member of all committees of the Board of Directors, except the Audit
Committee (if one is created). The Chairman shall be empowered to sign all
certificates, contracts, and other instruments of the corporation and to do all
acts which are authorized by the Board of Directors and shall, in general, have
such other duties and responsibilities as are assigned by the Board of
Directors; PROVIDED, HOWEVER, that nothing herein
   10
contained shall be construed to mean that the Board of Directors is required to
elect a Chairman.

      SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors.

      SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to
   11
all the restrictions upon the President. The Vice President shall perform such
other duties as may from time to time be assigned by the Board of Directors.

      SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these Bylaws or as
required by law, shall be custodian of the corporate records and of the seal of
the corporation, and in general shall perform such other duties as may from time
to time be assigned by the Board of Directors. The Secretary shall have general
charge of the stock transfer books of the corporation and shall keep at the
registered office or principal place of business of the corporation a record of
the shareholders of the corporation, giving the names and addresses of all such
shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

      SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and
disbursements in books belonging to the corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as may from time to time be assigned by the Board of Directors.
   12
      SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

      SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.
   13
                                    ARTICLE V
                              CERTIFICATES OF STOCK

      SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the corporation
shall be entitled to have a certificate signed by or in the name of the
corporation by the President (or Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.

      SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman, President,
Vice President, Treasurer or Assistant Treasurer, Secretary or Assistant
Secretary may be a facsimile. In case any officer or officers who have signed or
whose facsimile signature or signatures have been used on any such certificate
or certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.

      SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or
   14
her legal representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate(s) alleged to have been lost or destroyed.

      SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board
of Directors may close the stock transfer books of the corporation for a period
of not more than sixty (60) nor less than ten (10) days preceding the date of
any meeting of shareholders or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period of not more than
sixty (60) nor less than ten (10) days in connection with obtaining the consent
of shareholders for any purpose. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date of not more than sixty (60) nor
less than ten (10) days in connection with obtaining the consent of shareholders
for any purpose. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date of not more than sixty (60) nor less than
ten (10) days preceding the date of any dividend, or the date for the allotment
of rights, or the date when any change or conversion or exchange of capital
stock shall go into effect, or a date in connection with obtaining such consent,
as a record date for the determination of the shareholders entitled to notice
of, and to vote at, any such meeting, and any adjournment thereof, or entitled
to receive payment of any such dividend, or to any such allotment of rights, or
to exercise the rights in respect of any change, conversion or exchange of
capital stock, or to give such consent. In such case and notwithstanding any
transfer of any stock
   15
on the books of the corporation after any such record date, such shareholders
and only such shareholders as shall be shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be.

      SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner. Except as otherwise
provided by law, the corporation shall not be bound to recognize any equitable
or other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof.

                                   ARTICLE VI
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

      SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the Chairman, President, or any Vice President,
Treasurer or any Assistant Treasurer, and the Secretary or any Assistant
Secretary, may execute the same in the name of and on behalf of the corporation
and may affix the corporate seal thereto.

      SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.
   16
      SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   ARTICLE VII
                                    DIVIDENDS

      SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any, of
the certificate of incorporation, dividends upon the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

      SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors determine to be in the best interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                  ARTICLE VIII
                                   FISCAL YEAR

The fiscal year of the corporation shall be established by the Board of
Directors.
   17
                                   ARTICLE IX
                                WAIVER OF NOTICE

      Whenever any notice is required to be given by law or under the
certificate of incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.
                                    ARTICLE X
                                      SEAL

      The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE XI
                                   AMENDMENTS

      These Bylaws may be altered, amended, or repealed and new Bylaws adopted
at any regular or special meeting of the Board of Directors by an affirmative
vote of a majority of all directors; provided, however, that at least ten (10)
days advance written notice of the meeting is given to the directors, describing
the proposed amendment or alteration of these Bylaws.

EX-3.72

   1
                                                                    Exhibit 3.72

                          CERTIFICATE OF INCORPORATION
                                       OF
                 SILVER KING BROADCASTING OF MASSACHUSETTS, INC.

                  FIRST. The name of the corporation is SILVER KING BROADCASTING
OF MASSACHUSETTS, INC.

                  SECOND. Its registered office in the State of Delaware is to
be located at 1209 Orange Street, in the City of Wilmington, County of New
Castle, 19801. The registered agent in charge thereof is The Corporation Trust
Company.

                  THIRD. The purpose or purposes of the corporation are as
follows:

                           (a) To engage in the business of transmitting,
receiving, relaying and/or distributing radio and/or television broadcasts,
pictures, sounds, signals, and messages of all kinds by means of waves,
radiation, wire, cable, radio, light or other means of communication of any
type, kind or nature;

                           (b) To purchase or otherwise acquire (for cash,
notes, stock or bonds of this corporation or otherwise) assets used or useful in
the aforesaid business, and to undertake or assume the whole or any part of any
obligations and/or liabilities attendant thereto;

                           (c) In general, to carry on any other business in
connection with the foregoing; and
   2
                           (d) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware, and to have and exercise all the powers conferred by the laws of the
State of Delaware upon corporations formed under the General Corporation Law of
the State of Delaware.

                  FOURTH. The amount of the total authorized capital stock of
this corporation shall be one thousand (1,000) shares of voting common stock,
with a par value of one cent ($0.01) per share.

                  FIFTH. The name and mailing address of the incorporation is as
follows:

                                    Sheryl P. Lepisto
                                    1255 Twenty-Third Street, N.W.
                                    Suite 500
                                    Washington, D.C.  20037

                  SIXTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the corporation shall have the
following powers:

                           (a) To adopt, and to alter or amend the Bylaws, to
fix the amount to be reserved as working capital, and to authorize and case to
be executed mortgages and liens (without limit as to the amount) upon the
property of this corporation; and

                           (b) With the consent in writing or pursuant to a vote
of the holders of a majority of the capital stock issued and outstanding, to
dispose of, in any manner, all or substantially all of the property of this
corporation.
   3
                  SEVENTH. The shareholders and directors shall have the power
to hold their meetings and keep the books, documents and papers of the
corporation within or outside the State of Delaware and at such place or places
as may be from time to time designated by the Bylaws or by resolution of the
shareholders or directors, except as otherwise required by the laws of the State
of Delaware.

                  EIGHTH. The objects, purposes and powers specified in any
clause or paragraph of this Certificate of Incorporation shall be in no way
limited or restricted by reference to or inference from the terms of any other
clause or paragraph of this Certificate of Incorporation. The objects, purposes
and powers in each of the clauses and paragraphs of this Certificate of
Incorporation shall be regarded as independent objects, purposes and powers. The
objects, purposes and powers specified in this Certificate of Incorporation are
in furtherance and not in limitation of the objects, purposes and powers
conferred by statute.

                  NINTH. No director of the corporation shall have any personal
liability to the corporation or its stockholders for monetary damages for a
breach of fiduciary duty as a director. It shall ultimately be determined in a
civil or criminal action, suit or proceeding that the director: (i) breached his
duty of loyalty to the corporation or its stockholders, (ii) committed acts of
omissions which were not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) committed a breach of Section 174 of the
General Corporation Law of the State of Delaware, or (iv) derived improper
personal benefit in any corporate transaction. The corporation shall have the
power to indemnify its officers, directors, employees and agents, and such other
persons as may be 
   4
designated as set forth in the Bylaws, to the full extent permitted by the laws
of the State of Delaware.

                  TENTH.  The corporation shall have perpetual existence.

                  The undersigned, Sheryl P. Lepisto, for the purpose of forming
a corporation under the laws of the State of Delaware, does hereby make, file
and record this Certificate of Incorporation and does hereby certify that the
facts herein stated are true, and has accordingly hereunto set her hand and
seal.



                                                         /s/ Sheryl P. Lepisto
                                                         ______________________
                                                             Sheryl P. Lepisto


Dated:  July 25, 1986
   5
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                 SILVER KING BROADCASTING OF MASSACHUSETTS, INC.

         SILVER KING BROADCASTING OF MASSACHUSETTS, INC., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

                              DOES HEREBY CERTIFY:

         FIRST: That by Unanimous Written Consent, the Board of Directors of
SILVER KING BROADCASTING OF MASSACHUSETTS, INC. (the "Corporation") duly adopted
resolutions setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation and directed that the amendment be submitted to
a vote of the sole Shareholder. The resolution setting forth the proposed
amendment is as follows:
   6
                 "RESOLVED, that paragraph One of the Certificate
                 of Incorporation shall be amended in its entirety
                 and restated as follows:

                '1. The name of the corporation is 
                    HSN BROADCASTING OF MASSACHUSETTS, INC.'"

         SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole Shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

         THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.
   7
         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James J. Flynn, its President, and Nando DiFilippo, Jr., its
Secretary, this 31st day of May, 1989.



                                               SILVER KING BROADCASTING OF 
                                                   MASSACHUSETTS, INC.


                                               By: /s/ James J. Flynn
                                                   ___________________________ 
                                                    James J. Flynn, President
Attest:


/s/ Nando DiFilippo
_________________________________
Nando DiFilippo, Jr., Secretary
   8
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                     HSN BROADCASTING OF MASSACHUSETTS, INC.

                  HSN BROADCASTING OF MASSACHUSETTS, INC., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,
                              DOES HEREBY CERTIFY:
                  FIRST: That by Unanimous Written Consent, the Board of
Directors of HSN Broadcasting of Massachusetts, Inc., duly adopted resolutions
setting forth a proposed amendment to the Certificate of Incorporation of the
corporation, and directed that the amendment be submitted to a vote of the sole
shareholder. The resolution setting fourth the proposed amendment is as follows:

                  "RESOLVED, that paragraph one of the Certificate of
Incorporation shall be amended in its entirety and restated as follows:

                 '1. The name of the corporation is Silver King Broadcasting of
Massachusetts, Inc.' "

                  SECOND: That thereafter, pursuant to resolutions of the Board
of Directors, the sole shareholder of the Corporation by Written Consent waived
any and all notice and adopted a resolution in favor of the amendment.
   9
                  THIRD: That the amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

                  FOURTH: That the capital of the Corporation shall not be
reduced under or by reason of the amendment.

                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by Jeffrey McGrath, its President, and Michael Drayer,
its Assistant Secretary, this 1st day of October 1992.

                                            HSN BROADCASTING OF
                                             MASSACHUSETTS, INC.
 


                                            By: /s/ Jeffrey McGrath
                                               ______________________________
                                                  Jeffrey  McGrath, President




Attest:


Michael Drayer
_______________________________
Michael Drayer, Asst. Secretary
   10
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                 SILVER KING BROADCASTING OF MASSACHUSETTS, INC.
                               
                                    * * * * *

                Silver King Broadcasting of Massachusetts, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,
                              DOES HEREBY CERTIFY:

FIRST:           That the Board of Directors of said corporation, by the
                 unanimous written consent of its members, filed with the
                 minutes of the Board, duly adopted a resolution proposing and
                 declaring advisable an amendment to the Certificate of
                 Incorporation of the Company, and directed that the amendment
                 be submitted to a vote of the sole shareholder. The resolution
                 setting forth the proposed amendment is as follows:

                      "RESOVLVED, that paragraph one of the Certificate of
                      Incorporation be amended in its entirety and restated as
                      follows:

                      FIRST: The name of the corporation is USA Station Group of
                      Massachusetts, Inc."


SECOND:         That in lieu of a meeting and vote of stockholders, the sole
                shareholder of the Company by unanimous written consent adopted
                a resolution in favor of the amendment in accordance with the
                provisions of Section 228 of the General Corporation Law of the
                State of Delaware.
   11
THIRD:           That the aforesaid amendment was duly adopted in accordance
                 with the applicable provisions of Sections 242 and 228 of the
                 General Corporation Law of the State of Delaware.

FOURTH:          That this Certificate of Amendment of the Certificate of
                 Incorporation shall be effective upon filing with the office of
                 the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of Massachusetts, Inc. has
caused this certificate to be signed by H. Steven Holtzman, its Assistant
Secretary, this 20th day of February, 1998.


                                Silver King Broadcasting of Massachusetts, Inc.

                                  By: /s/ H. Steven Holtzman
                                      ______________________________
                                          H. Steven Holtzman
                                          Assistant Secretary

EX-3.73

   1
                                                                    Exhibit 3.73

                                    BYLAWS OF
                     HSN BROADCASTING OF MASSACHUSETTS, INC.



                                    ARTICLE I
                                     OFFICES

      SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

      SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                                  SHAREHOLDERS

      SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at such
place, either within or without the State of Delaware, as may be designated by
the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

      SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall be
held following the end of the corporation's fiscal year at a date and time
determined by the 
   2
Board of Directors for the purpose of electing directors and for the transaction
of such other business as may come before the meeting. If the election of
directors shall not be held on the day designated by the Board of Directors for
any annual meeting, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a meeting of the shareholders as soon
thereafter as is convenient.

      SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Chairman of the Board of Directors, the Board of Directors, or at
the request in writing of shareholders owning a majority in amount of the shares
of the common stock as of the date of such request.

      SECTION 4. NOTICE. Written notice stating the date, time, and place of the
meeting, and in case of a special meeting the purpose or purposes thereof, shall
be given to each shareholder entitled to vote thereat not less than ten (10) nor
more than sixty (60) days prior thereto, either personally or by mail or
telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be 


                                       2
   3
by telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company.

      SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another time
or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the adjourned meeting, the corporation
may transact any business that might have been transacted at the original
meeting.

      SECTION 6. QUORUM. The holders of a majority of each class of the shares
of stock issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If at
such adjourned meeting, a quorum is present or represented, any business may be
transacted that 


                                       3
   4
might have been transacted at the meeting as originally notified. When a quorum
is present at any meeting, the vote of the holders of a majority of each class
of the shares of stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the Delaware General Corporation Law
or of the certificate of incorporation, a different vote is required in which
case such express provision shall govern and control the decision of such
question.

      SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such shareholder, but no
proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock shall be
voted at any election for directors which has been transferred on the books of
the corporation within ten (10) days next preceding such election of directors.
No 


                                       4
   5
corporate action requiring shareholder approval, including the election or
removal of directors, may occur without the affirmative vote of the holders of a
majority of the shares of each of the classes of shares then entitled to vote,
voting as separate classes. Election of directors need not be by written ballot.

      SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of such
action shall be given to those shareholders who have not so consented in writing
to such action without a meeting.

                                   ARTICLE III
                                    DIRECTORS

      SECTION 1. NUMBER AND TENURE. The business and affairs of the corporation
shall be managed by a board of one or more members, the number thereof to be
determined from time to time 


                                       5
   6
by resolution of the shareholders. Each director shall serve for a term of one
year from the date of his election and until his successor is elected. Directors
need not be shareholders.

      SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign by
delivering to the Board of Directors his resignation in writing, to take effect
no later than ten (10) days thereafter. Any director may at any time be removed
effective immediately, with or without cause, by the vote, either in person or
represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

      SECTION 3. VACANCIES. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the shares of stock issued and outstanding and entitled to vote at a
special meeting held for such purpose or by the written consent of a majority of
the shares of stock issued and outstanding. The directors so chosen shall hold
office until the next annual election and until their respective successors are
duly elected.


                                       6
   7
      SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held annually at a date, time, and place set by the Board of Directors.

      SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors.

      SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written, notice of
any regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.


                                       7
   8
      SECTION 7. QUORUM. At all meetings of the Board of Directors a majority of
the total number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present at any meeting of the Board of Directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. A director present
at a meeting shall be counted in determining the presence of a quorum,
regardless of whether a contract or transaction between the corporation and such
director or between the corporation and any other corporation, partnership,
association, or other organization in which such director is a director or
officer or has a financial interest, is authorized or considered at such
meeting.

      SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board or such committee, as the
case may be, consent thereto in writing and such written consent is filed with
the minutes of the Board or committee.


                                       8
   9
      SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

      SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted by
the majority of the whole Board, may designate one (1) or more committees, each
committee to consist of two (2) or more directors. The Board may designate one
(1) or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in such resolution, shall
have and may exercise all of the powers of the Board of Directors in the


                                       9
   10
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which may require it, except
that no committee shall have the power or authority to amend the certificate of
incorporation, to adopt an agreement of merger or consolidation, to recommend to
the shareholders the sale, lease, or exchange of all or substantially all of the
corporation's property and assets, to recommend to the shareholders a
dissolution, to amend the bylaws of the corporation, to declare a dividend, or
to authorize the issuance of stock.

      SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.


                                       10
   11
                                   ARTICLE IV
                                    OFFICERS

      SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President, one (1) or more Vice Presidents (the number thereof to
be determined by the Board of Directors), a Secretary, a Treasurer, and such
other officers and assistant officers and agents as may be deemed necessary by
the Board of Directors. Any three (3) or more offices may be held by the same
person.

      SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any officer
appointed by the Board may be removed, with or without cause, at any time by the
Board. An officer may resign at any time upon written notice to the corporation.
Each officer shall hold his office until his or her successor is appointed or
until his or her earlier resignation, removal from office, or death.

      SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the 


                                       11
   12
Board of Directors from their own number and shall preside at all meetings of
the shareholders and of the Board of Directors. Unless the Board of Directors
provides otherwise at the time of such election, the Chairman shall be the chief
executive officer of the corporation, responsible for actively managing the
business of the corporation, for carrying out all orders and resolutions of the
Board of Directors, and for discharging such other duties as are imposed upon
the Chairman by law, all subject to customary oversight and supervision by the
Board of Directors. The Chairman shall be a member of all committees of the
Board of Directors, except the Audit Committee (if one is created). The Chairman
shall be empowered to sign all certificates, contracts, and other instruments of
the corporation and to do all acts which are authorized by the Board of
Directors and shall, in general, have such other duties and responsibilities as
are assigned by the Board of Directors; PROVIDED, HOWEVER, that nothing herein
contained shall be construed to mean that the Board of Directors is required to
elect a Chairman.

      SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are 


                                       12
   13
assigned by the Board of Directors at the time of such election. If a Chairman
has been elected, the President shall, unless the Board of Directors provides
otherwise, be the chief operating officer of the corporation, responsible for
actively managing the business of the corporation, for carrying out all orders
and resolutions of the Board of Directors, and for discharging such other duties
as are imposed on the President by law, all subject to customary oversight and,
supervision by the Chairman and the Board of Directors. Unless the Board of
Directors provides otherwise, the President also shall, in the absence or
incapacity of the Chairman, have all the duties and responsibilities of the
Chairman, including the duty to preside at all meetings of the shareholders and
the Board of Directors, to actively manage as chief executive officer the
business of the corporation, and to carry out all orders and resolutions of the
Board of Directors.

      SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated, or in the absence of any designation, then 


                                       13
   14
in the order of their election) shall perform the duties of the President and,
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice President shall perform such other
duties as may from time to time be assigned by the Board of Directors.

      SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these Bylaws or as
required by law, shall be custodian of the corporate records and of the seal of
the corporation, and in general shall perform such other duties as may from time
to time be assigned by the Board of Directors. The Secretary shall have general
charge of the stock transfer books of the corporation and shall keep at the
registered office or principal place of business of the corporation a record of
the shareholders of the corporation, giving the names and addresses of all such
shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

      SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the 


                                       14
   15
custody of the corporate funds and securities, shall keep, or cause to be kept,
correct and complete books and records of account, including full and accurate
accounts of receipts and disbursements in books belonging to the corporation,
shall deposit all monies and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the Board
of Directors, and in general shall perform all the duties incident to the office
of Treasurer and such other duties as may from time to time be assigned by the
Board of Directors.

      SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

      SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.


                                       15
   16
                                    ARTICLE V
                              CERTIFICATES OF STOCK

      SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the corporation
shall be entitled to have a certificate signed by or in the name of the
corporation by the President (or a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.

      SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman, President,
Vice President, Treasurer or Assistant Treasurer, Secretary or Assistant
Secretary may be a facsimile. In case any officer or officers who have signed or
whose facsimile signature or signatures have been used on any such certificate
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon


                                       16
   17
had not ceased to be such officer or officers of the corporation.

      SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate(s) alleged to have been lost or destroyed.

      SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.


                                       17
   18
      SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board
of Directors may close the stock transfer books of the corporation for a period
of not more than sixty (60) nor less than ten (10) days preceding the date of
any meeting of shareholders or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period of not more than
sixty (60) nor less than ten (10) days in connection with obtaining the consent
of shareholders for any purpose. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date of not more than sixty (60) nor
less than ten (10) days preceding the date of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any change, conversion or
exchange of capital stock, or to give such consent. In such 


                                       18
   19
case and notwithstanding any transfer of any stock on the books of the
corporation after any such record date, such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be.

      SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner. Except as otherwise
provided by law, the corporation shall not be bound to recognize any equitable
or other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof.

                                   ARTICLE VI
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

      SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the Chairman, President, or any Vice President,
Treasurer or 


                                       19
   20
any Assistant Treasurer, and the Secretary or any Assistant Secretary, may
execute the same in the name of and on behalf of the corporation and may affix
the corporate seal thereto.

      SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.

      SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   ARTICLE VII
                                    DIVIDENDS

      SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any, of
the certificate of incorporation, dividends upon the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

      SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation 


                                       20
   21
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve or reserves to meet
contingencies or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors
determine to be in the best interest of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                  ARTICLE VIII
                                   FISCAL YEAR

      The fiscal year of the corporation shall be established by the Board of
Directors.

                                   ARTICLE IX
                                WAIVER OF NOTICE

      Whenever any notice is required to be given by law or under the
certificate of incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.


                                       21
   22
                                    ARTICLE X
                                      SEAL

      The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE XI
                                   AMENDMENTS

      These Bylaws may be altered, amended, or repealed and new Bylaws adopted
at any regular or special meeting of the Board of Directors by an affirmative
vote of a majority of all directors; provided, however, that at least ten (10)
days advance written notice of the meeting is given to the directors, describing
the proposed amendment or alteration of these Bylaws.


                                       22

EX-3.74

   1

                                                                    EXHIBIT 3.74

                          CERTIFICATE OF INCORPORATION
                                       OF
                   SILVER KING BROADCASTING OF NEW JERSEY, INC.


      FIRST. The name of the corporation is SILVER KING BROADCASTING OF NEW
JERSEY, INC.

      SECOND. Its registered office in the State of Delaware is to be located at
1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The
registered agent in charge thereof is The Corporation Trust Company.

      THIRD. The purpose or purposes of the corporation are as follows:

            (a) To engage in the business of transmitting, receiving, relaying
and/or distributing radio and/or television broadcasts, pictures, sounds,
signals, and messages of all kinds by means of waves, radiation, wire, cable,
radio, light or other means of communications of any type, kind or nature;

            (b) To purchase or otherwise acquire (for cash, notes, stock or
bonds of this corporation or otherwise) assets used or useful in the aforesaid
business, and to undertake or assume the whole or any part of any obligations
and/or liabilities attendant thereto;

            (c) In general, to carry on any other business in connection with
the foregoing; and

            (d) To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware, and
to have and exercise all the powers conferred by the laws of the State of
Delaware upon corporations formed under the General Corporation Law of the State
of Delaware.
   2
      FOURTH. The amount of the total authorized capital stock of this
corporation shall be one thousand (1,000) shares of voting common stock, with a
par value of one cent ($0.01) per share.

      FIFTH. The name and mailing address of the incorporator is as follows:

                  Sheryl P. Lepisto
                  1255 Twenty-Third Street, N.W.
                  Suite 500
                  Washington, D.C.  20037

      SIXTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation shall have the following
powers:

            (a) To adopt, and to alter or amend the Bylaws, to fix the amount to
be reserved as working capital, and to authorize and cause to be executed
mortgages and liens (without limit as to the amount) upon the property of this
corporation; and

            (b) With the consent in writing or pursuant to a vote of the holders
of a majority of the capital stock issued and outstanding, to dispose of, in any
manner, all or substantially all of the property of this corporation.

      SEVENTH. The shareholders and directors shall have the power to hold their
meetings and keep the books, documents and papers of the corporation within or
outside the State of Delaware and at such place or places as may be from time to
time designated by the Bylaws or by resolution of the shareholders or directors,
except as otherwise required by the laws of the State of Delaware.

      EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation.
   3
The objects, purposes and powers in each of the clauses and paragraphs of this
Certificate of Incorporation shall be regarded as independent objects, purposes
and powers. The objects, purposes and powers specified in this Certificate of
Incorporation are in furtherance and not in limitation of the objects, purposes
and powers conferred by statute.

      NINTH. No director of the corporation shall have any personal liability to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director unless it shall ultimately be determined in a civil
or criminal action, suit or proceeding that the director; (i) breached his duty
of loyalty to the corporation or its stockholders, (ii) committed acts or
omissions which were not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) committed a breach of Section 174 of the
General Corporation Law of the State of Delaware, or (iv) derived improper
personal benefit in any corporate transaction. The corporation shall have the
power to indemnify its officers, directors, employees and agents, and such other
persons as may be designated as set forth in the Bylaws, to the full extent
permitted by the laws of the State of Delaware.

      TENTH. The corporation shall have perpetual existence.

      The undersigned, Sheryl P. Lepisto, for the purpose of forming  a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation and does hereby certify that the facts
herein stated are true, and has accordingly hereunto set her hand and seal.


                                                  /s/ Sheryl P. Lepisto
                                                  _______________________
                                                  Sheryl P. Lepisto


Dated: July 25, 1986
   4



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                   SILVER KING BROADCASTING OF NEW JERSEY, INC.


      SILVER KING BROADCASTING OF NEW JERSEY, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:

      FIRST: That by Unanimous Written Consent, the Board of Directors of SILVER
KING BROADCASTING OF NEW JERSEY, INC. (the "Corporation") duly adopted
resolutions setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation and directed that the amendment be submitted to
a vote of the sole Shareholder. The resolution setting forth the proposed
amendment is as follows:

                  "RESOLVED, that paragraph One of the Certificate of
                  Incorporation shall be amended in its entirety and restated as
                  follows:


                        '1.   The name of the corporation is
                  HSN BROADCASTING OF NEW JERSEY, INC.'"

      SECOND:     That thereafter, pursuant to resolutions of the Board of
Directors, the sole Shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

      THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
   5
      FOURTH: That the capital of the Corporation shall not be reduced under or
by reason of the amendment.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James J. Flynn, its President, and Nando DiFilippo, Jr., its
Secretary, this 31st day of May, 1989.


                                               SILVER KING BROADCASTING OF
                                                     NEW JERSEY, INC.


                                               By: /s/ James J. Flynn
                                                  _____________________________
                                                     James J. Flynn, President


Attest:

 /s/ Nando DiFilippo
________________________________
Nando DiFilippo, Jr., Secretary

[SEAL]

   6
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                      HSN BROADCASTING OF NEW JERSEY, INC.


      HSN BROADCASTING OF NEW JERSEY, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

                              DOES HEREBY CERTIFY:

      FIRST: That by Unanimous Written Consent, the Board of Directors of HSN
Broadcasting of New Jersey, Inc., duly adopted resolutions setting forth a
proposed amendment to the Certificate of Incorporation of the corporation, and
directed that the amendment be submitted to a vote of the sole shareholder. The
resolution setting forth the proposed amendment is as follows:

      "RESOLVED, that paragraph one of the Certificate of Incorporation shall be
amended in its entirety and restated as follows:

      '1. The name of the corporation is Silver King Broadcasting of New Jersey,
Inc.'"

      SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole shareholder of the Corporation by Written Consent waived any
and all notices and adopted a resolution in favor of the amendment.

      THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      FOURTH: That the capital of the Corporation shall not be reduced under or
by reason of the amendment.
   7
      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Jeffrey McGrath, its President, and Michael Drayer, its Assistant
Secretary, this 1st day of October, 1992.


                                          HSN BROADCASTING OF NEW JERSEY, INC.


                                          By: /s/ Jeffrey McGrath
                                             __________________________________
                                               Jeffrey McGrath, President


Attest:

/s/ Michael Drayer
________________________________
Michael Drayer, Asst. Secretary


   8


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                  SILVER KING BROADCASTING OF NEW JERSEY, INC.

                                      *****
         Silver King Broadcasting of New Jersey, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:

FIRST:            That the Board of Directors of said corporation, by the
                  unanimous written consent of its members, filed with the
                  minutes of the Board, duly adopted a resolution proposing and
                  declaring advisable an amendment to the Certificate of
                  Incorporation of the Company, and directed that the amendment
                  be submitted to a vote of the sole shareholder. The resolution
                  setting forth the proposed amendment is as follows:

                           "RESOLVED, that paragraph one of the Certificate of
                           Incorporation be amended in its entirety and restated
                           s follows:

                           FIRST: The name of the corporation is USA Station
                           Group of New Jersey, Inc."

SECOND:           That in lieu of a meeting and vote of stockholders, the sole
                  shareholder of the Company by unanimous written consent
                  adopted a resolution in favor of the amendment in accordance
                  with the provisions of Section 228 of the General Corporation
                  Law of the State of Delaware.
   9
THIRD:                     That the aforesaid amendment was duly adopted in
                           accordance with the applicable provisions of Sections
                           242 and 228 of the General Corporation Law of the
                           State of Delaware.

FOURTH:                    That this Certificate of Amendment of the Certificate
                           of Incorporation shall be effective upon filing with
                           the office of the Secretary of State of the State of
                           Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of New Jersey, Inc. has caused
this certificate to be signed by H. Steven Holtzman, its Assistant Secretary,
this 20th day of February, 1998.

                                    Silver King Broadcasting of New Jersey, Inc.

                                   By:  /s/ H. Steven Holtzman
                                        _______________________
                                        H. Steven Holtzman
                                        Secretary

EX-3.75

   1
                                                                    EXHIBIT 3.75


                                    BYLAWS OF
                      HSN BROADCASTING OF NEW JERSEY, INC.



                                    ARTICLE I
                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

         SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                                  SHAREHOLDERS

         SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at
such place, either within or without the State of Delaware, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

         SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall
be held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual 
   2
meeting, or at any adjournment thereof, the Board of Directors shall cause the
election to be held at a meeting of the shareholders as soon thereafter as is
convenient.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of shareholders owning a majority in amount of the
shares of the common stock as of the date of such request.

         SECTION 4. NOTICE. Written notice stating the date, time, and place of
the meeting, and in case of a special meeting the purpose or purposes thereof,
shall be given to each shareholder entitled to vote thereat not less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail
or telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

         SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the 


                                       2
   3
adjourned meeting, the corporation may transact any business that might have
been transacted at the original meeting.

         SECTION 6. QUORUM. The holders of a majority of each class of the
shares of stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If at
such adjourned meeting, a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. When a quorum is present at any meeting, the vote of the holders of a
majority of each class of the shares of stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
Delaware General Corporation Law or of the certificate of incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

         SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in 



                                       3
   4
person or by proxy for each share of the class of capital stock having voting
power held by such shareholder, but no proxy shall be voted after three (3)
years from its date, unless the proxy provides for a longer period, and, except
where the transfer books of the corporation have been closed or a date has been
fixed as a record date for the determination of its shareholders entitled to
vote, no share of stock shall be voted at any election for directors which has
been transferred on the books of the corporation within ten (10) days next
preceding such election of directors. No corporate action requiring shareholder
approval, including the election or removal of directors, may occur without the
affirmative vote of the holders of a majority of the shares of each of the
classes of shares then entitled to vote, voting as separate classes. Election of
directors need not be by written ballot.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of 



                                       4
   5
such action shall be given to those shareholders who have not so consented in
writing to such action without a meeting.

                                   ARTICLE III
                                    DIRECTORS

         SECTION 1. NUMBER AND TENURE. The business and affairs of the
corporation shall be managed by a board of one or more members, the number
thereof to be determined from time to time by resolution of the shareholders.
Each director shall serve for a term of one year from the date of his election
and until his successor is elected. Directors need not be shareholders.

         SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign
by delivering to the Board of Directors his resignation in writing, to take
effect no later than ten (10) days thereafter. Any director may at any time be
removed effective immediately, with or without cause, by the vote, either in
person or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

         SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the shares of stock issued and outstanding and entitled to vote
at a special meeting held for such purpose or by the written consent of a
majority of the shares of stock issued and 



                                       5
   6
outstanding. The directors so chosen shall hold office until the next annual
election and until their respective successors are duly elected.

         SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually at a date, time, and place set by the Board of
Directors.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors.

         SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.



                                       6
   7
         SECTION 7. QUORUM. At all meetings of the Board of Directors a majority
of the total number of directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present at any meeting of the Board of Directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. A director present
at a meeting shall be counted in determining the presence of a quorum,
regardless of whether a contract or transaction between the corporation and such
director or between the corporation and any other corporation, partnership,
association, or other organization in which such director is a director or
officer or has a financial interest, is authorized or considered at such
meeting.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or such committee, as
the case may be, consent thereto in writing and such written consent is filed
with the minutes of the Board or committee.

         SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment



                                       7
   8
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

         SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board, may designate one (1) or more committees,
each committee to consist of two (2) or more directors. The Board may designate
one (1) or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in such
resolution, shall have and may exercise all of the powers of the Board of
Directors in the management of the business and affairs of the corporation and
may authorize the seal of the corporation to be affixed to all papers which may
require it, except that no committee shall have the power or authority to amend
the certificate of incorporation, to adopt an agreement of merger or
consolidation, to recommend to the shareholders the sale, lease, or exchange of
all or substantially all of the corporation's property and assets, to recommend
to the 


                                       8
   9
shareholders a dissolution, to amend the bylaws of the corporation, to
declare a dividend, or to authorize the issuance of stock.

         SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                    OFFICERS

         SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President, one (1) or more Vice Presidents (the number thereof to
be determined by the Board of Directors), a Secretary, a Treasurer, and such
other officers and assistant officers and agents as may be deemed necessary by
the Board of Directors. Any three (3) or more offices may be held by the same
person.

         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any 


                                       9
   10
officer appointed by the Board may be removed, with or without cause, at any
time by the Board. An officer may resign at any time upon written notice to the
corporation. Each officer shall hold his office until his or her successor is
appointed or until his or her earlier resignation, removal from office, or
death.

         SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other duties as are imposed upon the Chairman by law, all subject to
customary oversight and supervision by the Board of Directors. The Chairman
shall be a member of all committees of the Board of Directors, except the Audit
Committee (if one is created). The Chairman shall be empowered to sign all
certificates, contracts, and other instruments of the corporation and to do all
acts which are authorized by the Board of Directors and shall, in general, have
such other duties and responsibilities as are assigned by the Board of
Directors; PROVIDED, HOWEVER, that nothing herein 


                                       10
   11
contained shall be construed to mean that the Board of Directors is required to
elect a Chairman.

         SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors.

         SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the 


                                       11
   12
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as may from time
to time be assigned by the Board of Directors.

         SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these Bylaws or as
required by law, shall be custodian of the corporate records and of the seal of
the corporation, and in general shall perform such other duties as may from time
to time be assigned by the Board of Directors. The Secretary shall have general
charge of the stock transfer books of the corporation and shall keep at the
registered office or principal place of business of the corporation a record of
the shareholders of the corporation, giving the names and addresses of all such
shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

         SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and



                                       12
   13
disbursements in books belonging to the corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as may from time to time be assigned by the Board of Directors.

         SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

         SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.

                                    ARTICLE V
                              CERTIFICATES OF STOCK

         SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the President (or a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.



                                       13
   14
         SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in 



                                       14
   15
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate(s) alleged to have been
lost or destroyed.

         SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

         SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of shareholders or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or for a period of not more
than sixty (60) nor less than ten (10) days in connection with obtaining the
consent of shareholders for any purpose. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date of not more than sixty
(60) nor less than ten (10) days preceding the date of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
shareholders 



                                       15
   16
entitled to notice of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any change,
conversion or exchange of capital stock, or to give such consent. In such case
and notwithstanding any transfer of any stock on the books of the corporation
after any such record date, such shareholders and only such shareholders as
shall be shareholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be.

         SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by law, the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.

                                   ARTICLE VI
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, 



                                       16
   17
the Chairman, President, or any Vice President, Treasurer or any Assistant
Treasurer, and the Secretary or any Assistant Secretary, may execute the same in
the name of and on behalf of the corporation and may affix the corporate seal
thereto.

         SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.

         SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   ARTICLE VII
                                    DIVIDENDS

         SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any,
of the certificate of incorporation, dividends upon the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

         SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing



                                       17
   18
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors determine to be in the best interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                  ARTICLE VIII
                                   FISCAL YEAR

         The fiscal year of the corporation shall be established by the Board of
Directors.

                                   ARTICLE IX
                                WAIVER OF NOTICE

         Whenever any notice is required to be given by law or under the
certificate of incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.

                                    ARTICLE X
                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.




                                       18
   19
                                   ARTICLE XI
                                   AMENDMENTS

         These Bylaws may be altered, amended, or repealed and new Bylaws
adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of a majority of all directors; provided, however, that at
least ten (10) days advance written notice of the meeting is given to the
directors, describing the proposed amendment or alteration of these Bylaws.



                                       19

EX-3.76

   1
                                                                    EXHIBIT 3.76

                          CERTIFICATE OF INCORPORATION

                                       OF

                     SILVER KING BROADCASTING OF OHIO, INC.

         FIRST. The name of the corporation is SILVER KING BROADCASTING OF OHIO,
INC.

         SECOND. Its registered office in the State of Delaware is to be located
at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801.
The registered agent in charge thereof is The Corporation Trust Company.

         THIRD. The purpose or purposes of the corporation are as follows:

                  (a) To engage in the business of transmitting, receiving,
relaying and/or distributing radio and/or television broadcasts, pictures,
sounds, signals, and messages of all kinds by means of waves, radiation, wire,
cable, radio, light or other means of communication of any type, kind or nature;

                  (b) To purchase or otherwise acquire (for cash, notes, stock
or bonds, of this corporation or otherwise) assets used or useful in the
aforesaid business, and to undertake or assume the whole or any part of any
obligations and/or liabilities attendant thereto;

                  (c) In general, to carry on any other business in connection
with the foregoing; and

                  (d) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware, and to have and exercise all the powers conferred by the laws of the
State of Delaware upon corporations formed under the General Corporation Law of
the State of Delaware.

   2

         FOURTH. The amount of the total authorized capital stock of this
corporation shall be one thousand (1,000) shares of voting common stock, with a
par value of one cent ($0.01) per share.

         FIFTH. The name and mailing address of the incorporator is as follows:

                           Sheryl P. Lepisto
                           1255 Twenty-Third Street, N.W.
                           Suite 500
                           Washington, D.C.  20037

         SIXTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation shall have the following
powers:

                  (a) To adopt, and to alter or amend the Bylaws, to fix the
amount to be reserved as working capital, and to authorize and cause to be
executed mortgages and liens (without limit as to the amount) upon the property
of this corporation; and

                  (b) With the consent in writing or pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding, to dispose
of, in any manner, all or substantially all of the property of this corporation.

         SEVENTH. The shareholders and directors shall have the power to hold
their meetings and keep the books, documents and papers of the corporation
within or outside the State of Delaware and at such place or places as may be
from time to time designated by the Bylaws or by resolution of the shareholders
or directors, except as otherwise required by the laws of the State of Delaware.

         EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation.

   3

The objects, purposes and powers in each of the clauses and paragraphs of this
Certificate of Incorporation shall be regarded as independent objects, purposes
and powers. The objects, purposes and powers specified in this Certificate of
Incorporation are in furtherance and not in limitation of the objects, purposes
and powers conferred by statute.

         NINTH. No director of the corporation shall have any personal liability
to the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director unless it shall ultimately be determined in a civil
or criminal action, suit or proceeding that the director: (i) breached his duty
of loyalty to the corporation or its stockholders, (ii) committed acts or
omissions which were not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) committed a breach of Section 174 of the
General Corporation Law of the State of Delaware, or (iv) derived improper
personal benefit in any corporate transaction. The corporation shall have the
power to indemnify its officers, directors, employees and agents, and such other
persons as may be designated as set forth in the Bylaws, to the full extent
permitted by the laws of the State of Delaware.

         TENTH. The corporation shall have perpetual existence.

         The undersigned, Sheryl P. Lepisto, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation and does hereby certify that the facts
herein stated are true, and has accordingly hereunto set her hand and seal.

                                            /s/ Sheryl P. Lepisto
                                            _____________________
                                            Sheryl P. Lepisto

Dated: August 14, 1986
   4
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                     SILVER KING BROADCASTING OF OHIO, INC.


      SILVER KING BROADCASTING OF OHIO, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:

      FIRST: That by Unanimous Written Consent, the Board of Directors of SILVER
KING BROADCASTING OF OHIO, INC. (the "Corporation") duly adopted resolutions
setting forth a proposed amendment of the Certificate of Incorporation of the
Corporation and directed that the amendment be submitted to a vote of the sole
Shareholder. The resolution setting forth the proposed amendment is as follows:

            "RESOLVED, that paragraph One of the Certificate of Incorporation
            shall be amended in its entirety and restated as follows:

            '1. The name of the corporation is HSN BROADCASTING OF OHIO, INC.'"


      SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole Shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

      THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
   5
      FOURTH: That the capital of the Corporation shall not be reduced under or
by reason of the amendment.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James J. Flynn, its President, and Nando DiFilippo, Jr., its
Secretary, this 31st day of May 1989.

                                    SILVER KING BROADCASTING
                                      OF OHIO, INC.


                                    By: /s/ James J. Flynn
                                       __________________________
                                        James J. Flynn, President



Attest:

/s/ Nando DiFilippo, Jr.
_______________________________
Nando DiFilippo, Jr., Secretary

[SEAL]
   6
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                         HSN BROADCASTING OF OHIO, INC.

      HSN BROADCASTING OF OHIO, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

                              DOES HEREBY CERTIFY:

      FIRST: That by Unanimous Written Consent, the Board of Directors of HSN
Broadcasting of Ohio, Inc., duly adopted resolutions setting forth a proposed
amendment to the Certificate of Incorporation of the corporation, and directed
that the amendment be submitted to a vote of the sole shareholder. The
resolution setting forth the proposed amendment is as follows:

      "RESOLVED, that paragraph one of the Certificate of Incorporation shall be
amended in its entirety and restated as follows:

      '1. The name of the corporation is Silver King Broadcasting of Ohio,
Inc.'"

      SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole shareholder of the Corporation by Written Consent waived and
all notice and adopted a resolution in favor of the amendment.

      THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      FOURTH: That the capital of the Corporation shall not be reduced under or
by reason of the amendment.
   7
      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Jeffrey McGrath, its President, and Michael Drayer, its Assistant
Secretary, this 1st day of October, 1992.

                                    HSN BROADCASTING OF OHIO, INC.

                                    By: /s/ Jeffrey McGrath
                                        __________________________
                                        Jeffrey McGrath, President



Attest:



/s/ Michael Drayer
_______________________________
Michael Drayer, Asst. Secretary
   8
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                     SILVER KING BROADCASTING OF OHIO, INC.
                                      *****

         Silver King Broadcasting of Ohio, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
                              DOES HEREBY CERTIFY:

FIRST:   That the Board of Directors of said corporation, by the unanimous
         written consent of its members, filed with the minutes of the Board,
         duly adopted a resolution proposing and declaring advisable an
         amendment to the Certificate of Incorporation of the Company, and
         directed that the amendment be submitted to a vote of the sole
         shareholder. The resolution setting for the proposed amendment is as
         follows:

                  "RESOLVED, that paragraph one of the Certificate of
                  Incorporation be amended in its entirety and restated as
                  follows:

                  FIRST: The name of the corporation is USA Station Group of
                  Ohio, Inc."

SECOND:  That in lieu of a meeting and vote of stockholders, the sole
         shareholder of the Company by unanimous written consent adopted a
         resolution in favor of the amendment in accordance with the provisions
         of Section 228 of the General Corporation Law of the State of Delaware.
   9
THIRD:   That the aforesaid amendment was duly adopted in accordance with the
         applicable provisions of Sections 242 and 228 of the General
         Corporation Law of the State of Delaware.

FOURTH:  That this Certificate of Amendment of the Certificate of Incorporation
         shall be effective upon filing with the office of the Secretary of
         State of the State of Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of Ohio, Inc. has caused this
certificate to be signed by H. Steven Holtzman, its Assistant Secretary, this
20th day of February, 1998.

                                    Silver King Broadcasting of Ohio, Inc.

                                   By:  /s/ H. Steven Holtzman
                                        ______________________________________
                                        H. Steven Holtzman
                                        Secretary

EX-3.77

   1
                                                                    Exhibit 3.77

                                    BYLAWS OF
                         HSN BROADCASTING OF OHIO, INC.



                                    ARTICLE I
                                     OFFICES

      SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

      SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                                  SHAREHOLDERS

      SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at such
place, either within or without the State of Delaware, as may be designated by
the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

      SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall be
held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual 
   2
meeting, or at any adjournment thereof, the Board of Directors shall cause the
election to be held at a meeting of the shareholders as soon thereafter as is
convenient.

      SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Chairman of the Board of Directors, the Board of Directors, or at
the request in writing of shareholders owning a majority in amount of the shares
of the common stock as of the date of such request.

      SECTION 4. NOTICE. Written notice stating the date, time, and place of the
meeting, and in case of a special meeting the purpose or purposes thereof, shall
be given to each shareholder entitled to vote thereat not less than ten (10) nor
more than sixty (60) days prior thereto, either personally or by mail or
telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

      SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another time
or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the 


                                       2
   3
adjourned meeting, the corporation may transact any business that might have
been transacted at the original meeting.

      SECTION 6. QUORUM. The holders of a majority of each class of the shares
of stock issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If at
such adjourned meeting, a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. When a quorum is present at any meeting, the vote of the holders of a
majority of each class of the shares of stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
Delaware General Corporation Law or of the certificate of incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

      SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in 


                                       3
   4
person or by proxy for each share of the class of capital stock having voting
power held by such shareholder, but no proxy shall be voted after three (3)
years from its date, unless the proxy provides for a longer period, and, except
where the transfer books of the corporation have been closed or a date has been
fixed as a record date for the determination of its shareholders entitled to
vote, no share of stock shall be voted at any election for directors which has
been transferred on the books of the corporation within ten (10) days next
preceding such election of directors. No corporate action requiring shareholder
approval, including the election or removal of directors, may occur without the
affirmative vote of the holders of a majority of the shares of each of the
classes of shares then entitled to vote, voting as separate classes. Election of
directors need not be by written ballot.

      SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of 


                                       4
   5
such action shall be given to those shareholders who have not so consented in
writing to such action without a meeting.

                                   ARTICLE III
                                    DIRECTORS

      SECTION 1. NUMBER AND TENURE. The business and affairs of the corporation
shall be managed by a board of one or more members, the number thereof to be
determined from time to time by resolution of the shareholders. Each director
shall serve for a term of one year from the date of his election and until his
successor is elected. Directors need not be shareholders.

      SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign by
delivering to the Board of Directors his resignation in writing, to take effect
no later than ten (10) days thereafter. Any director may at any time be removed
effective immediately, with or without cause, by the vote, either in person or
represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

      SECTION 3. VACANCIES. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the shares of stock issued and outstanding and entitled to vote at a
special meeting held for such purpose or by the written consent of a majority of
the shares of stock issued and 


                                       5
   6
outstanding. The directors so chosen shall hold office until the next annual
election and until their respective successors are duly elected.

      SECTION 4. REGULAR MEETINGS.  A regular meeting of the Board of Directors
shall be held annually at a date, time, and place set by the Board of Directors.

      SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors.

      SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.


                                       6
   7
      SECTION 7. QUORUM. At all meetings of the Board of Directors a majority of
the total number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present at any meeting of the Board of Directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. A director present
at a meeting shall be counted in determining the presence of a quorum,
regardless of whether a contract or transaction between the corporation and such
director or between the corporation and any other corporation, partnership,
association, or other organization in which such director is a director or
officer or has a financial interest, is authorized or considered at such
meeting.

      SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board or such committee, as the
case may be, consent thereto in writing and such written consent is filed with
the minutes of the Board or committee.

      SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment


                                       7
   8
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

      SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted by
the majority of the whole Board, may designate one (1) or more committees, each
committee to consist of two (2) or more directors. The Board may designate one
(1) or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in such resolution, shall
have and may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which may require it, except
that no committee shall have the power or authority to amend the certificate of
incorporation, to adopt an agreement of merger or consolidation, to recommend to
the shareholders the sale, lease, or exchange of all or substantially all of the
corporation's property and assets, to recommend to the 


                                       8
   9
shareholders a dissolution, to amend the bylaws of the corporation, to declare a
dividend, or to authorize the issuance of stock.

      SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                    OFFICERS

      SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President, one (1) or more Vice Presidents (the number thereof to
be determined by the Board of Directors), a Secretary, a Treasurer, and such
other officers and assistant officers and agents as may be deemed necessary by
the Board of Directors. Any three (3) or more offices may be held by the same
person.

      SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any officer
appointed by the Board may be removed, with or without 


                                       9
   10
cause, at any time by the Board. An officer may resign at any time upon written
notice to the corporation. Each officer shall hold his office until his or her
successor is appointed or until his or her earlier resignation, removal from
office, or death.

      SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other duties as are imposed upon the Chairman by law, all subject to
customary oversight and supervision by the Board of Directors. The Chairman
shall be a member of all committees of the Board of Directors, except the Audit
Committee (if one is created). The Chairman shall be empowered to sign all
certificates, contracts, and other instruments of the corporation and to do all
acts which are authorized by the Board of Directors and shall, in general, have
such other duties and responsibilities as are assigned by the Board of
Directors; PROVIDED, HOWEVER, that nothing herein contained shall be construed
to mean that the Board of Directors is required to elect a Chairman.


                                       10
   11
      SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors.

      SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers 


                                       11
   12
of and be subject to all the restrictions upon the President. The Vice President
shall perform such other duties as may from time to time be assigned by the
Board of Directors.

      SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these Bylaws or as
required by law, shall be custodian of the corporate records and of the seal of
the corporation, and in general shall perform such other duties as may from time
to time be assigned by the Board of Directors. The Secretary shall have general
charge of the stock transfer books of the corporation and shall keep at the
registered office or principal place of business of the corporation a record of
the shareholders of the corporation, giving the names and addresses of all such
shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

      SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and
disbursements in books belonging to the corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may 


                                       12
   13
be designated by the Board of Directors, and in general shall perform all the
duties incident to the office of Treasurer and such other duties as may from
time to time be assigned by the Board of Directors.

      SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

      SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.

                                    ARTICLE V
                              CERTIFICATES OF STOCK

      SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the corporation
shall be entitled to have a certificate signed by or in the name of the
corporation by the President (or a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.

      SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman, President,
Vice President, Treasurer or Assistant Treasurer, Secretary or Assistant
Secretary may be a facsimile. In case any officer or officers who have signed or


                                       13
   14
whose facsimile signature or signatures have been used on any such certificate
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.

      SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate(s) alleged to have been lost or destroyed.


                                       14
   15
      SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

      SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board
of Directors may close the stock transfer books of the corporation for a period
of not more than sixty (60) nor less than ten (10) days preceding the date of
any meeting of shareholders or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period of not more than
sixty (60) nor less than ten (10) days in connection with obtaining the consent
of shareholders for any purpose. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date of not more than sixty (60) nor
less than ten (10) days preceding the date of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to 


                                       15
   16
exercise the rights in respect of any change, conversion or exchange of capital
stock, or to give such consent. In such case and notwithstanding any transfer of
any stock on the books of the corporation after any such record date, such
shareholders and only such shareholders as shall be shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be.

      SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner. Except as otherwise
provided by law, the corporation shall not be bound to recognize any equitable
or other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof.

                                   ARTICLE VI
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

      SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the Chairman, President, or any Vice President,
Treasurer or any Assistant Treasurer, and the Secretary or any Assistant


                                       16
   17
Secretary, may execute the same in the name of and on behalf of the corporation
and may affix the corporate seal thereto.

      SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.

      SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   ARTICLE VII
                                    DIVIDENDS

      SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any, of
the certificate of incorporation, dividends upon the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

      SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors 


                                       17
   18
determine to be in the best interest of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                  ARTICLE VIII
                                   FISCAL YEAR

      The fiscal year of the corporation shall be established by the Board of
Directors.

                                   ARTICLE IX
                                WAIVER OF NOTICE

      Whenever any notice is required to be given by law or under the
certificate of incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.

                                    ARTICLE X
                                      SEAL

      The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.


                                       18
   19
                                   ARTICLE XI
                                   AMENDMENTS

      These Bylaws may be altered, amended, or repealed and new Bylaws adopted
at any regular or special meeting of the Board of Directors by an affirmative
vote of a majority of all directors; provided, however, that at least ten (10)
days advance written notice of the meeting is given to the directors, describing
the proposed amendment or alteration of these Bylaws.



                                       19

EX-3.78

   1
                                                                    Exhibit 3.78

                          CERTIFICATE OF INCORPORATION

                                       OF

                   SILVER KING BROADCASTING OF VINELAND, INC.


         FIRST. The name of the corporation is SILVER KING BROADCASTING OF
VINELAND INC.

         SECOND. Its registered office in the State of Delaware is to be located
at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801.
The registered agent in charge thereof is The Corporation Trust Company.

         THIRD.  The purpose or purposes of the corporation are as follows:

                  (a) To engage in the business of transmitting, receiving,
relaying and/or distributing radio and/or television broadcasts, pictures,
sounds, signals, and messages of all kinds by means of waves, radiation, wire,
cable, radio, light or other means of communication of any type, kind or nature;

                  (b) To purchase or otherwise acquire (for cash, notes, stock
or bonds of this corporation or otherwise) assets used or useful in the
aforesaid business, and to undertake or assume the whole or any part of any
obligations and/or liabilities attendant thereto;

                  (c) In general, to carry on any other business in connection
with the foregoing; and
   2

                  (d) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware, and to have and exercise all the powers conferred by the laws of the
State of Delaware upon corporations formed under the General Corporation Law of
the State of Delaware.

         FOURTH. The amount of the total authorized capital stock of this
corporation shall be one thousand (1,000) shares of voting common stock, with a
par value of one cent ($0.01) per share.

         FIFTH. The name and mailing address of the incorporator is as follows:
                
                Sheryl P. Lepisto
                1255 Twenty-Third Street, N.W.
                Suite 500
                Washington, D.C.  20037

         SIXTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation shall have the following
powers:

                  (a) To adopt, and to alter or amend the Bylaws, to fix the
amount to be reserved as working capital, and to authorize and cause to be
executed mortgages and liens (without limit as to the amount) upon the property
of this corporation; and 

                  (b) With the consent in writing or pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding, to dispose
of, in any manner, all or substantially all of the property of this corporation.
   3

         SEVENTH. The shareholders and directors shall have the power to hold
their meetings and keep the books, documents and papers of the corporation
within or outside the State of Delaware and at such place or places as may be
from time to time designated by the Bylaws or by resolution of the shareholders
or directors, except as otherwise required by the laws of the State of Delaware.

         EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from terms of any other clause or
paragraph of this Certificate of Incorporation. The objects, purposes and powers
in each of the clauses and paragraphs of this Certificate of Incorporation shall
be regarded as independent objects, purposes and powers. The objects, purposes
and powers specified in this Certificate of Incorporation are in furtherance and
not in limitation of the objects, purposes and powers conferred by statute.

         NINTH. No director of the corporation shall have any personal liability
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director unless it shall ultimately be determined in a civil
or criminal action, suit or proceeding that the director: (i) breached his duty
of loyalty to the corporation or its stockholders, (ii) committed acts or
omissions which were not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) committed a breach of Section 174 of the
General Corporation Law of the State of 

   4

Delaware, or (iv) derived improper personal benefit in any corporate
transaction. The corporation shall have the power to indemnify its officers,
directors, employees and agents, and such other persons as may be designated as
set forth in the Bylaws, to the full extent permitted by the laws of the State
of Delaware.

         TENTH. The corporation shall have perpetual existence.

         The undersigned, Sheryl P. Lepisto, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation and does hereby certify that the facts
herein stated are true, and has accordingly hereunto set her hand and seal.


                                            /s/ Sheryl P. Lepisto
                                            _______________________________
                                            Sheryl P. Lepisto




Dated:  August 11, 1986

   5
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                   SILVER KING BROADCASTING OF VINELAND, INC.

         SILVER KING BROADCASTING OF VINELAND, INC., a corporation organized and
         existing under and by virtue of the General Corporation Law of the
         State of Delaware,

                               DOES HEREBY CERTIFY

                  FIRST: That by Unanimous Written Consent, the Board of
         Directors of SILVER KING BROADCASTING OF VINELAND, INC. (the
         "Corporation") duly adopted resolutions setting forth a proposed
         amendment of the Certificate of Incorporation of the Corporation and
         directed that the amendment be submitted to a vote of the sole
         Shareholder. The resolution setting forth the proposed amendment is as
         follows:
                  "Resolved, that paragraph One of the Certificate of
                  Incorporation shall be amended in its entirety and
                  restated as follows:
                           `1.  The name of the corporation is HSN
                  BROADCASTING OF VINELAND, INC.'"

                  SECOND: That thereafter, pursuant to resolutions of the Board
         of Directors, the sole Shareholder of the Corporation by Written
         Consent waived any and all notice and adopted a resolution in favor of
         the amendment.

                   THIRD: That the amendment was duly adopted in accordance with
         the provisions of Section 242 of the General Corporation Law of the
         State of Delaware.
   6

                   FOURTH: That the capital of the Corporation shall not be
         reduced under or by reason of the amendment.

                   IN WITNESS WHEREOF, the Corporation has caused this
         Certificate to be signed by James J. Flynn, its President, and Nando
         DiFillippo, Jr., its Secretary, this 31st day of May 1989.


                                           SILVER KING BROADCASTING OF
                                              VINELAND, INC.


                                           By: /s/ James J. Flynn
                                               _____________________________
                                                 James J. Flynn, President


          Attest:

          /s/ Nando DiFilippo, Jr.
          _______________________________
          Nando DiFilippo, Jr., Secretary
   7
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       HSN BROADCASTING OF VINELAND, INC.

         HSN BROADCASTING OF VINELAND, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:
         FIRST: That by Unanimous Written Consent, the Board of Directors of HSN
Broadcasting of Vineland, Inc., duly adopted resolutions setting forth a
proposed amendment to the Certificate of Incorporation of the corporation, and
directed that the amendment be submitted to a vote of the sole shareholder. The
resolution setting forth the proposed amendment is as follows:

         "RESOLVED, that paragraph one of the Certificate of Incorporation shall
be amended in its entirety and restated as follows:

         `1. The Name of the corporation is Silver King Broadcasting of
Vineland, Inc.'"

         SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

         THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
   8
         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Jeffrey McGrath, its President, and Michael Drayer, its Assistant
Secretary, this 1st day of October, 1992.

                                            HSN BROADCASTING OF VINELAND, INC.

                                            By: /s/ Jeffrey McGrath
                                                __________________________
                                                Jeffrey McGrath, President
Attest:

/s/ Michael Drayer
_______________________________
Michael Drayer, Asst. Secretary

   9
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                   SILVER KING BROADCASTING OF VINELAND, INC.

                                     *****

     Silver King Broadcasting of Vineland, Inc., a corporation organized and 
existing under and by virtue of the General Corporation Law of the State of 
Delaware,

                              DOES HEREBY CERTIFY:

FIRST:         That the Board of Directors of said corporation, by the unanimous
               written consent of its members, filed with the minutes of the
               Board, duly adopted a resolution proposing and declaring
               advisable an amendment to the Certificate of Incorporation of the
               Company, and directed that the amendment be submitted to a vote
               of the sole shareholder. The resolution setting forth the
               proposed amendment is as follows:

                    "RESOLVED, that paragraph one of the Certificate of
                    Incorporation be amended in its entirety and restated as
                    follows: FIRST: The name of the corporation is USA Station
                    Group of Vineland, Inc."

SECOND:        That in lieu of a meeting and vote of stockholders, the sole
               shareholder of the Company by unanimous written consent adopted a
               resolution in favor of the amendment in accordance with the
               provisions of Section 228 of the General Corporation Law of the
               State of Delaware.


   10
THIRD:    That the aforesaid amendment was duly adopted in accordance with the
          applicable provisions of Sections 242 and 228 of the General
          Corporation Law of the State of Delaware. 

FOURTH:   That this Certificate of Amendment of the Certificate of Incorporation
          shall be effective upon filing with the office of the Secretary of
          State of the State of Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of Vineland, Inc. has caused
this certificate to be signed by H. Steven Holtzman, its Assistant Secretary,
this 20th day of February, 1998.


                         Silver King Broadcasting of Vineland, Inc.


                         By:  /s/ H. Steven Holtzman
                              _____________________________________
                              H. Steven Holtzman
                              Secretary

EX-3.79

   1
                                                                    EXHIBIT 3.79

                                    BYLAWS OF

                       HSN BROADCASTING OF VINELAND, INC.

                                    ARTICLE I
                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

         SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at
such place, either within or without the State of Delaware, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

         SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall
be held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual 
   2
meeting, or at any adjournment thereof, the Board of Directors shall cause the
election to be held at a meeting of the shareholders as soon thereafter as is
convenient.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of shareholders owning a majority in amount of the
shares of the common stock as of the date of such request.

         SECTION 4. NOTICE. Written notice stating the date, time, and place of
the meeting, and in case of a special meeting the purpose or purposes thereof,
shall be given to each shareholder entitled to vote thereat no less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail
or telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

         SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the adjourned meeting, the corporation
may transact any business that might have been transacted at the original
meeting.
   3
         SECTION 6. QUORUM. The holders of majority of each class of the shares
of stock issued and outstanding and entitled to vote there at, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transactions of business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If at
such adjourned meeting, a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. When a quorum is present at any meeting, the vote of the holders of a
majority of each class of the shares of stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
Delaware General Corporation Law or of the certificate of incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

         SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such shareholder, but no
proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, no 
   4
share of stock shall be voted at any election for directors which has been
transferred on the books of the corporation within ten (10) days next preceding
such election of directors. No corporate action requiring shareholder approval,
including the election or removal of directors, may occur without the
affirmative vote of the holders of a majority of the shares of each of the
classes of shares then entitled to vote, voting as separate classes. Election of
directors need not be by written ballot.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of such
action shall be given to those shareholders who have not so consented in writing
to such action without a meeting.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER AND TENURE. The business and affairs of the
corporation shall be managed by a board of one or more members, the number
thereof to be determined from time to time by resolution of the shareholders.
Each director shall serve for a term of one year from the date of his election
and until his successor is elected. Directors need not be shareholders.
   5
         SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign
by delivering to the Board of Directors his resignation in writing, to take
effect no later than ten (10) days thereafter. Any director may at any time be
removed effective immediately, with or without cause, by the vote, either in
person or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

         SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the shares of stock issued and outstanding and entitled to vote
at a special meeting held for such purpose or by the written consent of a
majority of the shares of stock issued and outstanding. The directors so chosen
shall hold office until the next annual election and until their respective
successors are duly elected.

         SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually at a date, time, and place set by the Board of
Directors.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors.
   6
         SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.

         SECTION 7. QUORUM. At all meetings of the Board of Directors a majority
of the total number of directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present at any meeting of the Board of Directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. A director present
at a meeting shall be counted in determining the presence of a quorum,
regardless of whether a contract or transaction between the corporation and such
director or between the corporation and any other corporation, partnership,
association, or other organization in which such director is a director or
officer or has a financial interest, is authorized or considered at such
meeting.
   7
         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or such committee, as
the case may be, consent thereto in writing and such written consent is filed
with the minutes of the Board or committee.

         SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

         SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board, may designate one (1) or more committees,
each committee to consist of two (2) or more directors. The Board may designate
one (1) or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in such
resolution, shall have and may exercise all of the powers of the Board of
   8
Directors in the management of the business and affairs of the corporation and
may authorize the seal of the corporation to be affixed to all papers which may
require it, except that no committee shall have the power or authority to amend
the certificate of incorporation, to adopt an agreement of merger or
consolidation, to recommend to the shareholders the sale, lease, or exchange of
all or substantially all of the corporation's property and assets, to recommend
to the shareholders a dissolution, to amend the bylaws of the corporation, to
declare a dividend, or to authorize the issuance of stock.

         SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President, one (1) or more Vice Presidents (the number thereof to
be determined by the Board of Directors), a Secretary, a Treasurer, and such
other officers and assistant officers and agents as may be deemed necessary by
the Board of Directors. Any three (3) or more offices may be held by the same
person.
   9
         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any officer
appointed by the Board may be removed, with or without cause, at any time by the
Board. An officer may resign at any time upon written notice to the corporation.
Each officer shall hold his office until his or her successor is appointed or
until his or her earlier resignation, removal from office, or death.

         SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, responsible
for actively managing the business of the corporation, for carrying out all
orders and resolutions of the Board of Directors, and for discharging such other
duties as are imposed upon the Chairman by law, all subject to customary
oversight and supervision by the Board of Directors. The Chairman shall be a
member of all committees of the Board of Directors, except the Audit Committee
(if one is created). The Chairman shall be empowered to sign all certificates,
contracts, and other instruments of the corporation and to do all acts which are
authorized by the Board of Directors and shall, in general, have such other
duties and responsibilities as are assigned by the Board of Directors; PROVIDED,
HOWEVER, that 
   10
nothing herein contained shall be construed to mean that the Board of Directors
is required to elect a Chairman.

         SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors.

         SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
Presidents or in the event of his inability or refusal to act, the Vice
President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated, or in the absence of any designation, then
in the order of their election) shall perform the duties of the President and,
when so acting, shall have all the powers of and be subject to 
   11
all the restrictions upon the President. The Vice President shall perform such
other duties as may from time to time be assigned by the Board of Directors.

         SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these Bylaws or as
required by law, shall be custodian of the corporate records and of the seal of
the corporation, and in general shall perform such other duties as may from time
to time be assigned by the Board of Directors. The Secretary shall have general
charge of the stock transfer books of the corporation and shall keep at the
registered office or principal place of business of the corporation a record of
the shareholders of the corporation, giving the names and addresses of all such
shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

         SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and
disbursements in books belonging to the corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as may from time to time be assigned by the Board of Directors.
   12
         SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

         SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.
   13
                                    ARTICLE V

                              CERTIFICATES OF STOCK

         SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the President (or Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.

         SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new 
   14
certificate(s), the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate(s), or his or her legal representative, to advertise the same in
such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate(s) alleged to have been lost or
destroyed.

         SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of shareholders or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or for a period of not more
than sixty (60) nor less than ten (10) days in connection with obtaining the
consent of shareholders for any purpose. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date of not more than sixty
(60) nor less than ten (10) days in connection with obtaining the consent of
shareholders for any purpose. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date of not more than sixty (60) nor
less than ten (10) days preceding the date of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
   15
rights, or to exercise the rights in respect of any change, conversion or
exchange of capital stock, or to give such consent. In such case and
notwithstanding any transfer of any stock on the books of the corporation after
any such record date, such shareholders and only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be.

         SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by law, the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.

                                   ARTICLE VI

                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the Chairman, President, or any Vice President,
Treasurer or any Assistant Treasurer, and the Secretary or any Assistant
Secretary, may execute the same in the name of and on behalf of the corporation
and may affix the corporate seal thereto.
   16
         SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.

         SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

EX-3.80

   1
                                                                    EXHIBIT 3.80

                          CERTIFICATE OF INCORPORATION

                                       OF

                   SILVER KING BROADCASTING OF MARYLAND, INC.

                  FIRST. The name of the corporation is SILVER KING BROADCASTING
OF MARYLAND, INC.

                  SECOND. Its registered office in the State of Delaware is to
be located at 1209 Orange Street, in the City of Wilmington, County of New
Castle, 19801. The registered agent in charge thereof is The Corporation Trust
Company.

                  THIRD. The purpose or purposes of the corporation are as
follows:

                                    (a) To engage in the business of
transmitting, receiving, relaying and/or distributing radio and/or television
broadcasts, pictures, sounds, signals, and messages of all kinds by means of
waves, radiation, wire, cable, radio, light or other means of communication of
any type, kind or nature;

                                    (b) To purchase or otherwise acquire (for
cash, notes, stock or bonds of this corporation or otherwise) assets used or
useful in the aforesaid business, and to undertake or assume the whole or any
part of any obligations and/or liabilities attendant thereto; 

                                    (c) In general, to carry on any other
     business in connection with the foregoing; and

                                    (d) To engage in any lawful act or activity
for which corporations may b organized under the General Corporation Law of the
State of Delaware, and to have and exercise all the powers conferred by the laws
of the State of
   2
                                       2

Delaware upon corporations formed under the General Corporation Law of the State
of Delaware.

                  FOURTH. The amount of the total authorized capital stock of
this corporation shall be one thousand (1,000) shares of voting common stock,
with a par value of one cent ($0.01) per share.

                  FIFTH. The name and mailing address of the incorporator is as
follows:

                                    Sheryl P. Lepisto
                                    1255 Twenty-Third Street, N.W.
                                    Suite 500
                                    Washington, D.C.  20037

                  SIXTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the corporation shall have the
following powers:

                                    (a) To adopt, and to alter or amend the
Bylaws, to fix the amount to be reserved as working capital, and to authorize
and cause to be executed mortgages and liens (without limit as to the amount)
upon the property of this corporation; and

                                    (b) With the consent in writing or pursuant
to a vote of the holders of a majority of the capital stock issued and
outstanding, to dispose of, in any manner, all or substantially of the property
of this corporation.

                  SEVENTH. The shareholders and directors shall have the power
to hold their meetings and keep the books, documents and papers of the
corporation within or outside the State of Delaware and at such place or places
as may be from time to time
   3
                                       3

designated by the Bylaws or by resolution of the shareholders or directors,
except as otherwise required by the laws of the State of Delaware.

                  EIGHTH. The objects, purposes and powers specified in any
clause or paragraph of this Certificate of Incorporation shall be in no way
limited or restricted by reference to or inference from the terms of any other
clause or paragraph of this Certificate of Incorporation. The objects, purposes
and powers in each of the clauses and paragraphs of this Certificate of
Incorporation shall be regarded as independent objects, purposes and powers. The
objects, purposes and powers specified in this Certificate of Incorporation are
in furtherance and not in limitation of the objects, purposes and powers
conferred by statute.

                  NINTH. No director of the corporation shall have any personal
liability to the corporation or its stockholders for monetary damages for a
breach of fiduciary duty as a director unless it shall ultimately be determined
in a civil or criminal action, suit or proceeding that the director: (i)
breached his duty of loyalty to the corporation or its stockholders, (ii)
committed acts or omissions which were not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) committed a breach
of Section 174 of the General Corporation Law of the State of Delaware, or (iv)
derived improper personal benefit in any corporate transaction. The corporation
shall have the power to indemnify its officers, directors, employees and agents,
and such other persons as may be designated as set forth in the Bylaws, to the
full extent permitted by the laws of the State of Delaware.
   4
                                       4

                  TENTH.   The corporation shall have perpetual existence.

                  The undersigned, Sheryl P. Lepisto, for the purpose of forming
a corporation under the laws of the State of Delaware, does hereby make, file
and record this Certificate of Incorporation and does hereby certify that the
facts herein stated are true, and has accordingly hereunto set her hand and
seal.


                                          /s/ Sheryl P. Lepisto
                                          _______________________________
                                          Sheryl P. Lepisto

Dated:  July 25, 1986
   5
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                   SILVER KING BROADCASTING OF MARYLAND, INC.

                                    * * * * *

                  SILVER KING BROADCASTING OF MARYLAND, INC., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

                               DOES HEREBY CERTIFY

                  FIRST: That by Unanimous Written Consent, the Board of
Directors of SILVER KING BROADCASTING OF MARYLAND, INC. (the "Corporation") duly
adopted resolutions setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation and directed that the amendment be submitted to
a vote of the sole Shareholder. The resolution setting forth the proposed
amendment is as follows:
                           "RESOLVED, that paragraph One of the Certificate of
                           Incorporation shall be amended in its entirety and
                           restated as follows:


                                    '1. The name of the corporation is HSN
                           BROADCASTING OF MARYLAND, INC.'"

                  SECOND: That thereafter, pursuant to resolutions of the Board
of Directors, the sole Shareholder of the Corporation by Written Consent waived
any and all notice and adopted a resolution in favor of the amendment.
   6
                  THIRD: That the amendment was duly adopted in accordance with
the provisions of Section 242 of the General Law of the State of Delaware.

                  FOURTH: That the capital of the Corporation shall not be
reduced under or by reason of the amendment.

                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by James J. Flynn, its President, and Nando DiFilippo,
Jr., its Secretary, this 31st day of May, 1989.

                                       SILVER KING BROADCASTING
                                       OF MARYLAND, INC.

                                       By  /s/ James J. Flynn
                                           ____________________________________
                                           James J. Flynn, President

Attest:

/s/ Nando DiFilippo, Jr.
_______________________________
Nando DiFilippo, Jr., Secretary

[SEAL]
   7
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                       HSN BROADCASTING OF MARYLAND, INC.

                                    * * * * *

                  HSN BROADCASTING OF MARYLAND, INC., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware,

                               DOES HEREBY CERTIFY

                  FIRST: That by Unanimous Written Consent, the Board of
Directors of HSN BROADCASTING OF MARYLAND, INC., duly adopted resolutions
setting forth a proposed amendment of the Certificate of Incorporation of the
corporation and directed that the amendment be submitted to a vote of the sole
shareholder. The resolution setting forth the proposed amendment is as follows:

                  "RESOLVED, that paragraph one of the Certificate of
                  Incorporation shall be amended in its entirety and restated as
                  follows:

                           '1. The name of the corporation is Silver King
                  Broadcasting of Maryland, Inc.'"

                  SECOND: That thereafter, pursuant to resolutions of the Board
of Directors, the sole shareholder of the Corporation by Written Consent waived
any and all notice and adopted a resolution in favor of the amendment.

                  THIRD: That the amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
   8
                  FOURTH: That the capital of the Corporation shall not be
reduced under or by reason of the amendment.

                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by Jeffrey McGrath, its President, and Michael Drayer,
its Assistant Secretary, this 1st day of October, 1992.


                                         HSN BROADCASTING OF
                                         MARYLAND, INC.

                                         By  /s/ Jeffrey McGrath
                                             __________________________________
                                               Jeffrey McGrath, President

Attest:

/s/ Michael Drayer
_______________________________
Michael Drayer, Asst. Secretary

[SEAL]
   9
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                   SILVER KING BROADCASTING OF MARYLAND, INC.

                                    * * * * *

                  Silver King Broadcasting of Maryland, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,
                               DOES HEREBY CERTIFY

FIRST:            That the Board of Directors of said corporation, by the
                  unanimous written consent of its members, filed with the
                  minutes of the Board, duly adopted a resolution proposing and
                  declaring advisable an amendment to the Certificate of
                  Incorporation of the Company, and directed that the amendment
                  be submitted to a vote of the sole shareholder.
                  The resolution setting forth the proposed amendment is as
                  follows:

                           "RESOLVED, that paragraph one of the Certificate of
                           Incorporation be amended in its entirety and restated
                           as follows:

                           FIRST: The name of the corporation is USA Station
                           Group of Maryland, Inc."

SECOND:           That in lieu of a meeting and vote of stockholders, the sole
                  shareholder of the Company by unanimous written consent
                  adopted a resolution in favor of the amendment in accordance
                  with provisions of Section 228 of the General Corporation Law
                  of the State of Delaware.
   10
THIRD:            That the aforesaid amendment was duly adopted in accordance
                  with the applicable provisions of Sections 242 and 228 of the
                  General Corporation Law of the State of Delaware.

FOURTH:           That this Certificate of Amendment of the Certificate of
                  Incorporation shall be effective upon filing with the office
                  of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of Maryland, Inc. has caused
this certificate to be signed by H. Steven Holtzman, its Assistant Secretary,
this 20th day of February, 1998.

                                  Silver King Broadcasting of Maryland, Inc.

                                  By  /s/ H. Steven Holtzman
                                      _________________________________________
                                      H. Steven Holtzman
                                      Assistant Secretary
   11
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                       USA STATION GROUP OF MARYLAND, INC.

                  USA Station Group of Maryland, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:

FIRST:            That the Board of Directors of said corporation, by the
                  unanimous written consent of its members, filed with the
                  minutes of the Board, duly adopted a resolution proposing and
                  declaring advisable an amendment to the Certificate of
                  Incorporation of the Company, and directed that the amendment
                  be submitted to a vote of the sole shareholder.
                  The resolution setting forth the proposed amendment is as
                  follows:

                           "RESOLVED, that paragraph one of the Certificate of
                           Incorporation be amended in its entirety and restated
                           as follows:

                           FIRST: The name of the corporation is USA Station
                           Group of Atlanta, Inc."

SECOND:           That in lieu of a meeting and vote of stockholders, the sole
                  shareholder of the Company by written consent adopted a
                  resolution in favor of the amendment in accordance with
                  provisions of Section 228 of the General Corporation Law of
                  the State of Delaware.
   12
THIRD:            That the aforesaid amendment was duly adopted in accordance
                  with the applicable provisions of Sections 242 and 228 of the
                  General Corporation Law of the State of Delaware.

FOURTH:           That this Certificate of Amendment of the Certificate of
                  Incorporation shall be effective upon filing with the office
                  of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, said USA Station Group of Maryland, Inc. has caused this
certificate to be signed by Julius Genachowski, its Vice President and
Secretary, this 22nd day of July, 1998.

                                       USA BROADCASTING, INC.

                                       By  /s/ Julius Genachowski
                                           ____________________________________
                                           Julius Genachowski
                                           Vice President and Secretary

EX-3.81

   1
                                                                    Exhibit 3.81


                                    BYLAWS OF

                       HSN BROADCASTING OF MARYLAND, INC.

                                    ARTICLE I
                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

         SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                                  SHAREHOLDERS

         SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at
such place, either within or without the State of Delaware, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

         SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall
be held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a meeting of the shareholders
as soon thereafter as is convenient.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of shareholders owning a majority in amount of the
shares of the common stock as of the date of such request.
   2
         SECTION 4. NOTICE. Written notice stating the date, time, and place of
the meeting, and in case of a special meeting the purpose or purposes thereof,
shall be given to each shareholder entitled to vote thereat no less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail
or telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

         SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the adjourned meeting, the corporation
may transact any business that might have been transacted at the original
meeting.

         SECTION 6. QUORUM. The holders of a majority of each class of the
shares of stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transactions of business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If at
such adjourned meeting, a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. When a quorum is present at any meeting, the vote of the holders of a
majority of each class of the shares of stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision 
   3
of the Delaware General Corporation Law or of the certificate of incorporation,
a different vote is required in which case such express provision shall govern
and control the decision of such question.

         SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such shareholder, but no
proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock shall be
voted at any election for directors which has been transferred on the books of
the corporation within ten (10) days next preceding such election of directors.
No corporate action requiring shareholder approval, including the election or
removal of directors, may occur without the affirmative vote of the holders of a
majority of the shares of each of the classes of shares then entitled to vote,
voting as separate classes. Election of directors need not be by written ballot.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of such
action shall be given to those shareholders who have not so consented in writing
to such action without a meeting.

                                   ARTICLE III
                                    DIRECTORS

         SECTION 1. NUMBER AND TENURE. The business and affairs of the
corporation shall be managed by a board of one or more members, the number
thereof to be determined from time to time by 
   4
resolution of the shareholders. Each director shall serve for a term of one year
from the date of his election and until his successor is elected. Directors need
not be shareholders.

         SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign
by delivering to the Board of Directors his resignation in writing, to take
effect no later than ten (10) days thereafter. Any director may at any time be
removed effective immediately, with or without cause, by the vote, either in
person or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

         SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the shares of stock issued and outstanding and entitled to vote
at a special meeting held for such purpose or by the written consent of a
majority of the shares of stock issued and outstanding. The directors so chosen
shall hold office until the next annual election and until their respective
successors are duly elected.

         SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually at a date, time, and place set by the Board of
Directors.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors.

         SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular 
   5
meeting or a special meeting to be conducted by conference telephone shall be
given at least three (3) days prior thereto, either personally, or by mail or
telegraph. If mailed, such notice shall be deemed to be delivered three (3) days
after such notice was deposited in the United States mail so addressed, with
postage prepaid. If notice be by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company.

         SECTION 7. QUORUM. At all meetings of the Board of Directors a majority
of the total number of directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present at any meeting of the Board of Directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. A director present
at a meeting shall be counted in determining the presence of a quorum,
regardless of whether a contract or transaction between the corporation and such
director or between the corporation and any other corporation, partnership,
association, or other organization in which such director is a director or
officer or has a financial interest, is authorized or considered at such
meeting.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or such committee, as
the case may be, consent thereto in writing and such written consent is filed
with the minutes of the Board or committee.

         SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.
   6
         SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board, may designate one (1) or more committees,
each committee to consist of two (2) or more directors. The Board may designate
one (1) or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in such
resolution, shall have and may exercise all of the powers of the Board of
Directors in the management of the business and affairs of the corporation and
may authorize the seal of the corporation to be affixed to all papers which may
require it, except that no committee shall have the power or authority to amend
the certificate of incorporation, to adopt an agreement of merger or
consolidation, to recommend to the shareholders the sale, lease, or exchange of
all or substantially all of the corporation's property and assets, to recommend
to the shareholders a dissolution, to amend the bylaws of the corporation, to
declare a dividend, or to authorize the issuance of stock.

         SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.
   7
                                   ARTICLE IV
                                    OFFICERS

         SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President, one (1) or more Vice Presidents (the number thereof to
be determined by the Board of Directors), a Secretary, a Treasurer, and such
other officers and assistant officers and agents as may be deemed necessary by
the Board of Directors. Any three (3) or more offices may be held by the same
person.

         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any officer
appointed by the Board may be removed, with or without cause, at any time by the
Board. An officer may resign at any time upon written notice to the corporation.
Each officer shall hold his office until his or her successor is appointed or
until his or her earlier resignation, removal from office, or death.

         SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other duties as are imposed upon the Chairman by law, all subject to
customary oversight and supervision by the Board of Directors. The Chairman
shall be a member of all committees of the Board of Directors, except the Audit
Committee (if one is created). The Chairman shall be empowered to sign all
certificates, contracts, and other instruments of the corporation and to do all
acts which are authorized by the Board of Directors and shall, in general, have
such other duties and responsibilities as are assigned by the Board of
Directors; PROVIDED, HOWEVER, that nothing herein contained shall be construed
to mean that the Board of Directors is required to elect a Chairman.
   8
         SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors.

         SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as may from time
to time be assigned by the Board of Directors.

         SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these Bylaws or as
required by law, shall be custodian of the corporate records and of the seal of
the corporation, and in general shall perform such other duties as may from time
to time be assigned by the Board of Directors. The Secretary shall have general
charge of the stock transfer books of the corporation and shall keep at the
registered office or principal place of business of the corporation a record of
the 
   9
shareholders of the corporation, giving the names and addresses of all such
shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

         SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and
disbursements in books belonging to the corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as may from time to time be assigned by the Board of Directors.

         SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

         SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.

                                    ARTICLE V
                              CERTIFICATES OF STOCK

         SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the President (or Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.

         SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any 
   10
officer or officers who have signed or whose facsimile signature or signatures
have been used on any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the corporation.

         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate(s) alleged to have been lost or destroyed.

         SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
   11
         SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of shareholders or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or for a period of not more
than sixty (60) nor less than ten (10) days in connection with obtaining the
consent of shareholders for any purpose. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date of not more than sixty
(60) nor less than ten (10) days preceding the date of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange of capital stock, or to give such consent. In
such case and notwithstanding any transfer of any stock on the books of the
corporation after any such record date, such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be.

         SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by law, the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.
   12
                                   ARTICLE VI
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the Chairman, President, or any Vice President,
Treasurer or any Assistant Treasurer, and the Secretary or any Assistant
Secretary, may execute the same in the name of and on behalf of the corporation
and may affix the corporate seal thereto.

         SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.

         SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   ARTICLE VII
                                    DIVIDENDS

         SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any,
of the certificate of incorporation, dividends upon the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

         SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors 
   13
determine to be in the best interest of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                  ARTICLE VIII
                                   FISCAL YEAR

The fiscal year of the corporation shall be established by the Board of
Directors.

                                   ARTICLE IX
                                WAIVER OF NOTICE

         Whenever any notice is required to be given by law or under the
certificate of incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.
                                    ARTICLE X
                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE XI
                                   AMENDMENTS

         These Bylaws may be altered, amended, or repealed and new Bylaws
adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of a majority of all directors; provided, however, that at
least ten (10) days advance written notice of the meeting is given to the
directors, describing the proposed amendment or alteration of these Bylaws.

EX-3.82

   1
                                                                    Exhibit 3.82

                          CERTIFICATE OF INCORPORATION
                                       OF
              SILVER KING BROADCASTING OF SOUTHERN CALIFORNIA, INC.

      FIRST. The name of the corporation is SILVER KING BROADCASTING OF SOUTHERN
CALIFORNIA, INC.

      SECOND. Its registered office in the State of Delaware is to be located at
1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The
registered agent in charge thereof is The Corporation Trust Company.

      THIRD. The purpose or purposes of the corporation are as follows:

                  (a) To engage in the business of transmitting, receiving,
relaying and/or distributing radio and/or television broadcasts, pictures,
sounds, signals and messages of all kinds by means of waves, radiation, wire,
cable, radio, light or other means of communication of any type, kind or nature;

                  (b) To purchase or otherwise acquire (for cash, notes, stock
or bonds of this corporation or otherwise) assets used or useful in the
aforesaid business, and to undertake or assume the whole or any part of any
obligations and/or liabilities attendant thereto;

                  (c) In general, to carry on any other business in connection
with the foregoing; and

                  (d) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware, and to have and exercise 
   2
all the powers conferred by the laws of the State of Delaware upon corporations
formed under the General Corporation Law of the State of Delaware.

      FOURTH. The amount of the total authorized capital stock of this
corporation shall be one thousand (1,000) shares of voting common stock, with a
par value of one cent ($0.01) per share.

      FIFTH. The name and mailing address of the incorporator is as follows:

                  Sheryl P. Lepisto
                  1255 Twenty-Third Street, N.W.
                  Suite 500
                  Washington, D.C.  20037

      SIXTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation shall have the following
powers;

                  (a) To adopt, and to alter or amend the Bylaws, to fix the
amount to be reserved as working capital, and to authorize and cause to be
executed mortgages and liens (without limit as to the amount) upon the property
of this corporation; and

                  (b) With the consent in writing or pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding, to dispose
of, in any manner, all or substantially all of the property of this corporation.

      SEVENTH. The Shareholders and directors shall have the power to hold their
meetings and keep the books, documents and papers of the corporation within or
outside the State of Delaware and at such place or places as may be from time to
time designated by the Bylaws or by resolution of the shareholders or directors,
except as otherwise required by the laws of the State of Delaware.
   3
      EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate or Incorporation. The objects, purposes and powers
in each of the clauses and paragraphs of this Certificate of Incorporation shall
be regarded as independent objects, purposes and powers. The objects, purposes
and powers specified in this Certificate of Incorporation are in furtherance and
not in limitation of the objects, purposes and powers conferred by statute.

      NINTH. No director of the corporation shall have any personal liability to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director unless it shall ultimately be determined in a civil
or criminal action, suit or proceeding that the director: (i) breached his duty
of loyalty to the corporation or its stockholders, (ii) committed acts or
omissions which were not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) committed a breach of Section 174 of the
General Corporation Law of the State of Delaware, or (iv) derived improper
personal benefit in any corporate transaction. The corporation shall have the
power to indemnify its officers, directors, employees and agents, and such other
persons as may be designated as set forth in the Bylaws, to the full extent
permitted by the laws of the State of Delaware.

      TENTH. The corporation shall have perpetual existence.

      The undersigned, Sheryl P. Lepisto, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation 
   4
and does hereby certify that the facts herein stated are true, and has
accordingly hereunto set her hand and seal

                                          /s/ Sheryl P. Lepisto   
                                          ______________________________
                                          Sheryl P. Lepisto

Dated: September 10, 1986
   5
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

              SILVER KING BROADCASTING OF SOUTHERN CALIFORNIA, INC.

         SILVER KING BROADCASTING OF SOUTHERN CALIFORNIA, INC., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

                              DOES HEREBY CERTIFY:

         FIRST: That by Unanimous Written Consent, the Board of Directors of
SILVER KING BROADCASTING OF SOUTHERN CALIFORNIA, INC. (the "Corporation") duly
adopted resolutions setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation and directed that the amendment be submitted to
a vote of the sole Shareholder. The resolution setting forth the proposed
amendment is as follows:

                           "RESOLVED, that paragraph One of the Certificate of
                           Incorporation shall be amended in its entirety and
                           restated as follows:

                                    '1.     The name of the corporation is HSN
                           BROADCASTING OF SOUTHERN CALIFORNIA, INC.'"

         SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole Shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

         THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
   6
         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James J. Flynn, its President, and Nando DiFilippo, Jr., its
Secretary, this 31st day of May, 1989.

                                    SILVER KING BROADCASTING OF
                                    SOUTHERN CALIFORNIA, INC.


                                    By: /s/ James J. Flynn
                                       ________________________________________
                                       James J. Flynn, President
 


Attest:

/s/ Nando DiFilippo
_______________________________
Nando DiFilippo, Jr., Secretary

                                     [SEAL]
   7
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                  HSN BROADCASTING OF SOUTHERN CALIFORNIA, INC.


      HSN BROADCASTING OF SOUTHERN CALIFORNIA, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

                               DOES HEREBY CERTIFY

      FIRST: That by Unanimous Written Consent, the Board of Directors of HSN
Broadcasting of Southern California, Inc., duly adopted resolutions setting
forth a proposed amendment to the Certificate of Incorporation of the
corporation, and directed that the amendment be submitted to a vote of the sole
shareholder. The resolution setting forth the proposed amendment is as follows:

      "RESOLVED, that paragraph one of the Certificate of Incorporation shall be
amended in its entirety and restated as follows:

      '1. The name of the corporation is Silver King Broadcasting of Southern
California, Inc.'"
   8
      SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

      THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      FOURTH: That the capital of the Corporation shall not be reduced under or
by reason of the amendment.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Jeffrey McGrath, its President, and Michael Drayer, its Assistant
Secretary, this 1st day of October, 1992.

                                   HSN BROADCASTING OF SOUTHERN CALIFORNIA, INC.

                                   By: /s/ Jeffrey McGrath
                                       _______________________________
                                       Jeffrey McGrath, President



Attest:

/s/ Michael Drayer
_______________________________
Michael Drayer, Asst. Secretary
   9
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
              SILVER KING BROADCASTING OF SOUTHERN CALIFORNIA, INC.
                                      *****

         Silver King Broadcasting of Southern California, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

                              DOES HEREBY CERTIFY:

FIRST:   That the Board of Directors of said corporation, by the unanimous
         written consent of its members, filed with the minutes of the Board,
         duly adopted a resolution proposing and declaring advisable an
         amendment to the Certificate of Incorporation of the Company, and
         directed that the amendment be submitted to a vote of the sole
         shareholder. The resolution setting forth the proposed amendment is as
         follows:

                  "RESOLVED, that paragraph one of the Certificate of
                  Incorporation be amended in its entirety and restated as
                  follows:

                  FIRST: The name of the corporation is USA Station Group of
                  Southern California, Inc."

SECOND:  That in lieu of a meeting and vote of stockholders, the sole
         shareholder of the Company by unanimous written consent adopted a
         resolution in favor 
   10
         of the amendment in accordance with the provisions of Section 228 of
         the General Corporation Law of the State of Delaware.

THIRD:   That the aforesaid amendment was duly adopted in accordance with the
         applicable provisions of Sections 242 and 228 of the General
         Corporation Law of the State of Delaware.

FOURTH:  That this Certificate of Amendment of the Certificate of Incorporation
         shall be effective upon filing with the office of the Secretary of
         State of the State of Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of Southern California, Inc.
has caused this certificate to be signed by H. Steven Holtzman, its Assistant
Secretary, this 20th day of February, 1998.

                           Silver King Broadcasting of Southern California, Inc.
                        
                          By:  /s/ H. Steven Holtzman
                               _______________________________________________
                               H. Steven Holtzman
                               Secretary

EX-3.83

   1
                                                                    EXHIBIT 3.83

                                    BYLAWS OF

                  HSN BROADCASTING OF SOUTHERN CALIFORNIA, INC.



                                    ARTICLE I
                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

         SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                                  SHAREHOLDERS

         SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at
such place, either within or without the State of Delaware, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

         SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall
be held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before
   2
the meeting. If the election of directors shall not be held on the day
designated by the Board of Directors for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a meeting of the shareholders as soon thereafter as is convenient.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of shareholders owning a majority in amount of the
shares of the common stock as of the date of such request.

         SECTION 4. NOTICE. Written notice stating the date, time, and place of
the meeting, and in case of a special meeting the purpose or purposes thereof,
shall be given to each shareholder entitled to vote thereat not less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail
or telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

         SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if

                                       2
   3
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the adjourned meeting, the corporation
may transact any business that might have been transacted at the original
meeting.

         SECTION 6. QUORUM. The holders of a majority of each class of the
shares of stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If at
such adjourned meeting, a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. When a quorum is present at any meeting, the vote of the holders of a
majority of each class of the shares of stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
Delaware General Corporation Law or of the certificate of incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

                                       3
   4
         SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such shareholder, but no
proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock shall be
voted at any election for directors which has been transferred on the books of
the corporation within ten (10) days next preceding such election of directors.
No corporate action requiring shareholder approval, including the election or
removal of directors, may occur without the affirmative vote of the holders of a
majority of the shares of each of the classes of shares then entitled to vote,
voting as separate classes. Election of directors need not be by written ballot.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote

                                       4
   5
thereon were present and voted, provided that prompt notice of such action shall
be given to those shareholders who have not so consented in writing to such
action without a meeting.

                                   ARTICLE III
                                    DIRECTORS

         SECTION 1. NUMBER AND TENURE. The business and affairs of the
corporation shall be managed by a board of one or more members, the number
thereof to be determined from time to time by resolution of the shareholders.
Each director shall serve for a term of one year from the date of his election
and until his successor is elected. Directors need not be shareholders.

         SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign
by delivering to the Board of Directors his resignation in writing, to take
effect no later than ten (10) days thereafter. Any director may at any time be
removed effective immediately, with or without cause, by the vote, either in
person or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

         SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the shares of stock issued and outstanding and entitled to vote
at a special meeting held for such purpose or by the written

                                       5
   6
consent of a majority of the shares of stock issued and outstanding. The
directors so chosen shall hold office until the next annual election and until
their respective successors are duly elected.

         SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually at a date, time, and place set by the Board of
Directors.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors.

         SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.

                                       6
   7
         SECTION 7. QUORUM. At all meetings of the Board of Directors a majority
of the total number of directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present at any meeting of the Board of Directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. A director present
at a meeting shall be counted in determining the presence of a quorum,
regardless of whether a contract or transaction between the corporation and such
director or between the corporation and any other corporation, partnership,
association, or other organization in which such director is a director or
officer or has a financial interest, is authorized or considered at such
meeting.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or such committee, as
the case may be, consent thereto in writing and such written consent is filed
with the minutes of the Board or committee.

         SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment

                                       7
   8
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

         SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board, may designate one (1) or more committees,
each committee to consist of two (2) or more directors. The Board may designate
one (1) or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in such
resolution, shall have and may exercise all of the powers of the Board of
Directors in the management of the business and affairs of the corporation and
may authorize the seal of the corporation to be affixed to all papers which may
require it, except that no committee shall have the power or authority to amend
the certificate of incorporation, to adopt an agreement of merger or
consolidation, to recommend to the shareholders the sale, lease, or exchange of
all or substantially all of the corporation's property and assets, to recommend
to the

                                       8
   9
shareholders a dissolution, to amend the bylaws of the corporation, to declare a
dividend, or to authorize the issuance of stock.

         SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                    OFFICERS

         SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President, one (1) or more Vice Presidents (the number thereof to
be determined by the Board of Directors), a Secretary, a Treasurer, and such
other officers and assistant officers and agents as may be deemed necessary by
the Board of Directors. Any three (3) or more offices may be held by the same
person.

         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any

                                       9
   10
officer appointed by the Board may be removed, with or without cause, at any
time by the Board. An officer may resign at any time upon written notice to the
corporation. Each officer shall hold his office until his or her successor is
appointed or until his or her earlier resignation, removal from office, or
death.

         SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other duties as are imposed upon the Chairman by law, all subject to
customary oversight and supervision by the Board of Directors. The Chairman
shall be a member of all committees of the Board of Directors, except the Audit
Committee (if one is created). The Chairman shall be empowered to sign all
certificates, contracts, and other instruments of the corporation and to do all
acts which are authorized by the Board of Directors and shall, in general, have
such other duties and responsibilities as are assigned by the Board of
Directors; PROVIDED, HOWEVER, that nothing herein

                                       10
   11
contained shall be construed to mean that the Board of Directors is required to
elect a Chairman.

         SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors.

         SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the

                                       11
   12
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as may from time
to time be assigned by the Board of Directors.

         SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these Bylaws or as
required by law, shall be custodian of the corporate records and of the seal of
the corporation, and in general shall perform such other duties as may from time
to time be assigned by the Board of Directors. The Secretary shall have general
charge of the stock transfer books of the corporation and shall keep at the
registered office or principal place of business of the corporation a record of
the shareholders of the corporation, giving the names and addresses of all such
shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

         SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and

                                       12
   13
disbursements in books belonging to the corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as may from time to time be assigned by the Board of Directors.

         SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

         SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.

                                    ARTICLE V
                              CERTIFICATES OF STOCK

         SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the President (or a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.

                                       13
   14
         SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in

                                       14
   15
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate(s) alleged to have been
lost or destroyed.

         SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

         SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of shareholders or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or for a period of not more
than sixty (60) nor less than ten (10) days in connection with obtaining the
consent of shareholders for any purpose. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date of not more than sixty
(60) nor less than ten (10) days preceding the date of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
shareholders

                                       15
   16
entitled to notice of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any change,
conversion or exchange of capital stock, or to give such consent. In such case
and notwithstanding any transfer of any stock on the books of the corporation
after any such record date, such shareholders and only such shareholders as
shall be shareholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be.

         SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by law, the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.

                                   ARTICLE VI
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers,

                                       16
   17
the Chairman, President, or any Vice President, Treasurer or any Assistant
Treasurer, and the Secretary or any Assistant Secretary, may execute the same in
the name of and on behalf of the corporation and may affix the corporate seal
thereto.

         SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.

         SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   ARTICLE VII
                                    DIVIDENDS

         SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any,
of the certificate of incorporation, dividends upon the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

         SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing

                                       17
   18
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors determine to be in the best interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                  ARTICLE VIII
                                   FISCAL YEAR

         The fiscal year of the corporation shall be established by the Board of
Directors.

                                   ARTICLE IX
                                WAIVER OF NOTICE

         Whenever any notice is required to be given by law or under the
certificate of incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.

                                    ARTICLE X
                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                       18
   19
                                   ARTICLE XI
                                   AMENDMENTS

         These Bylaws may be altered, amended, or repealed and new Bylaws
adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of a majority of all directors; provided, however, that at
least ten (10) days advance written notice of the meeting is given to the
directors, describing the proposed amendment or alteration of these Bylaws.

                                       19

EX-3.84

   1
                                                                    EXHIBIT 3.84

                          CERTIFICATE OF INCORPORATION
                                       OF
                   SILVER KING BROADCASTING OF VIRGINIA, INC.



      FIRST. The name of the corporation is SILVER KING BROADCASTING OF
VIRGINIA, INC.

      SECOND. Its registered office in the State of Delaware is to be located at
1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The
registered agent in charge thereof is The Corporation Trust Company.

      THIRD: The purpose or purposes of the corporation are as follows:

            (a) To engage in the business of transmitting, receiving, relaying
and/or distributing radio and/or television broadcasts, pictures, sounds,
signals, and messages of all kinds by means of waves, radiation, wire, cable,
radio, light or other means of communication of any type, kind or nature;

            (b) To purchase or otherwise acquire (for cash, notes, stock or
bonds of this corporation or otherwise) assets used or useful in the aforesaid
business, and to undertake or assume the whole or any part of any obligations
and/or liabilities attendant thereto;

            (c) In general, to carry on any other business in connection with
the foregoing; and

            (d) To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware, and
to have and exercise all the powers conferred by the laws of the State of
Delaware.
   2
      FOURTH. The amount of the total authorized capital stock of this
corporation shall be One Thousand (1,000) shares of voting common stock, with a
par value of One Cent ($0.01) per share.

      FIFTH. The name and mailing address of the incorporator is as follows:

                  Sheryl P. Lepisto
                  1255 Twenty-Third Street, N.W.
                  Suite 500
                  Washington, D.C.  20037


      SIXTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation shall have the following
powers:

            (a) To adopt, and to alter or amend the Bylaws, to fix the amount to
be reserved as working capital, and to authorize and cause to be executed
mortgages and liens (without limit as to the amount) upon the property of this
corporation; and

            (b) With the consent in writing or pursuant to a vote of the holders
of a majority of the capital stock issued and outstanding, to dispose of, in any
manner, all or substantially all of the property of this corporation.

      SEVENTH. The shareholders and directors shall have the power to hold their
meetings and keep the books, documents and papers of the corporation within or
outside the State of Delaware and at such place or places as maybe from time to
time designated by the Bylaws or by resolution of the shareholders or directors,
except as otherwise required by the laws of the State of Delaware.

      EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation.
   3
The objects, purposes and powers in each of the clauses and paragraphs of this
Certificate of Incorporation shall be regarded as independent objects, purposes
and powers. The objects, purposes and powers specified in this Certificate of
Incorporation are in furtherance and not in limitation of the objects, purposes
and powers conferred by statute.

      NINTH. No director of the corporation shall have any personal liability to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director unless it shall ultimately be determined in a civil
or criminal action, suit or proceeding that the director: (i) breached his duty
of loyalty to the corporation or its stockholders, (ii) committed acts or
omissions which were not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) committed a breach of Section 174 of the
General Corporation Law of the State of Delaware, or (iv) derived improper
personal benefit in any corporate transaction. The corporation shall have the
power to indemnify its officers, directors, employees and agents, and such other
persons as may be designated as set forth in the Bylaws, to the full extent
permitted by the laws of the State of Delaware.

      TENTH. The corporation shall have perpetual existence.

      The undersigned, Sheryl P. Lepisto, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation and does hereby certify that the facts
herein stated are true, and has accordingly hereunto set her hand and seal.


                                 /s/ Sheryl Lepisto
                                 ___________________________________
                                 Sheryl P. Lepisto



Dated: July 25, 1986

   4
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                   SILVER KING BROADCASTING OF VIRGINIA, INC.


      SILVER KING BROADCASTING OF VIRGINIA, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:

      FIRST: That by Unanimous Written Consent, the Board of Directors of SILVER
KING BROADCASTING OF VIRGINIA, INC. (the "Corporation") duly adopted resolutions
setting forth a proposed amendment of the Certificate of Incorporation of the
Corporation and directed that the amendment be submitted to a vote of the sole
Shareholder. The resolution setting forth the proposed amendment is as follows:

                  "RESOLVED, that paragraph One of the Certificate of
                  Incorporation shall be amended in its entirety and restated as
                  follows:


                        '1.   The name of the corporation
                  is HSN BROADCASTING OF VIRGINIA, INC.'"



      SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole Shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

      THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      FOURTH: That the capital of the Corporation shall not be reduced under or
by reason of the amendment.
   5
      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James J. Flynn, its President, and Nando DiFilippo, Jr., its
Secretary, this 31st day of May, 1989.

                               SILVER KING BROADCASTING OF
                                      VIRGINIA, INC.



                               By: /s/ James J. Flynn
                                   _______________________________
                                   James J. Flynn, President



Attest:


/s/ Nando DiFilippo
________________________________
Nando DiFilippo, Jr., Secretary


[SEAL]


   6
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       HSN BROADCASTING OF VIRGINIA, INC.



      HSN BROADCASTING OF VIRGINIA, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

                              DOES HEREBY CERTIFY:


      FIRST: That by Unanimous Written Consent, the Board of Directors of HSN
Broadcasting of Virginia, Inc., duly adopted resolutions setting forth a
proposed amendment to the Certificate of Incorporation of the corporation, and
directed that the amendment be submitted to a vote of the sole shareholder. The
resolution setting forth the proposed amendment is as follows:

      "RESOLVED, that paragraph one of the Certificate of Incorporation shall be
amended in its entirety and restated as follows:

      '1. The name of the corporation is Silver King Broadcasting of Virginia,
Inc.'"

      SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

      THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      FOURTH: That the capital of the Corporation shall not be reduced under or
by reason of the amendment.
   7
      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Jeffrey McGrath, its President, and Michael Drayer, its Assistant
Secretary, this 1st day of October, 1992.




                       HSN BROADCASTING OF VIRGINIA, INC.

                        By: /s/ Jeffrey McGrath
                           _____________________________
                              Jeffrey McGrath, President




Attest:




/s/ Michael Drayer
_______________________________

Michael Drayer, Asst. Secretary

   8
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                   SILVER KING BROADCASTING OF VIRGINIA, INC.

                                    * * * * *

              Silver King Broadcasting of Virginia, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

                              DOES HEREBY CERTIFY:

FIRST:        That the Board of Directors of said corporation, by the unanimous
              written consent of its members, filed with the minutes of the
              Board, duly adopted a resolution proposing and declaring advisable
              an amendment to the Certificate of Incorporation of the Company,
              and directed that the amendment be submitted to vote of the sole
              shareholder. The resolution setting forth the proposed amendment
              is as follows:

                   "RESOLVED, that paragraph one of the Certificate of
                   Incorporation be amended in its entirety and restated as
                   follows:

                   FIRST: The name of the corporation is USA Station Group of
                   Virginia, Inc."

SECOND:       That in lieu of a meeting and vote of stockholders, the sole
              shareholder of the Company by unanimous written consent adopted a
              resolution in favor of the amendment in accordance with the
              provisions of Section 228 of the General Corporation Law of the
              State of Delaware.
   9
THIRD:        That the aforesaid amendment was duly adopted in accordance with
              the applicable provisions of Sections 242 and 228 of the General
              Corporation Law of the State of Delaware.

FOURTH:       That this Certificate of Amendment of the Certificate of
              Incorporation shall be effective upon filing with the office of
              the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of Virginia, Inc. has caused
this certificate to be signed by H. Steven Holtzman, its Secretary, this 20th
day of February, 1998.

                                  Silver King Broadcasting of Virginia, Inc.


                                  By  /s/ H. Steven Holtzman
                                      ______________________
                                      H. Steven Holtzman
                                      Assistant Secretary

EX-3.85

   1
                                                                    Exhibit 3.85

                                    BYLAWS OF
                       HSN BROADCASTING OF VIRGINIA, INC.


                                    ARTICLE I
                                     OFFICES


      SECTION 1.  PRINCIPAL OFFICE.  The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

      SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.


                                   ARTICLE II
                                  SHAREHOLDERS


      SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at such
place, either within or without the State of Delaware, as may be designated by
the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

      SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall be
held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual
   2
meeting, or at any adjournment thereof, the Board of Directors shall cause the
election to be held at a meeting of the shareholders as soon thereafter as is
convenient.

      SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Chairman of the Board of Directors, the Board of Directors, or at
the request in writing of shareholders owning a majority in amount of the shares
of the common stock as of the date of such request.

      SECTION 4. NOTICE. Written notice stating the date, time, and place of the
meeting, and in case of a special meeting the purpose or purposes thereof, shall
be given to each shareholder entitled to vote thereat not less than ten (10) nor
more than sixty (60) days prior thereto, either personally or by mail or
telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

      SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another time
or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the


                                       2
   3
adjourned meeting, the corporation may transact any business that might have
been transacted at the original meeting.

      SECTION 6. QUORUM. The holders of a majority of each class of the shares
of stock issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If at
such adjourned meeting, a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. When a quorum is present at any meeting, the vote of the holders of a
majority of each class of the shares of stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
Delaware General Corporation Law or of the certificate of incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

      SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in


                                       3
   4
person or by proxy for each share of the class of capital stock having voting
power held by such shareholder, but no proxy shall be voted after three (3)
years from its date, unless the proxy provides for a longer period, and, except
where the transfer books of the corporation have been closed or a date has been
fixed as a record date for the determination of its shareholders entitled to
vote, no share of stock shall be voted at any election for directors which has
been transferred on the books of the corporation within ten (10) days next
preceding such election of directors. No corporate action requiring shareholder
approval, including the election or removal of directors, may occur without the
affirmative vote of the holders of a majority of the shares of each of the
classes of shares then entitled to vote, voting as separate classes. Election of
directors need not be by written ballot.

      SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of


                                       4
   5
such action shall be given to those shareholders who have not so consented in
writing to such action without a meeting.


                                   ARTICLE III
                                    DIRECTORS


      SECTION 1. NUMBER AND TENURE. The business and affairs of the corporation
shall be managed by a board of one or more members, the number thereof to be
determined from time to time by resolution of the shareholders. Each director
shall serve for a term of one year from the date of his election and until his
successor is elected. Directors need not be shareholders.

      SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign by
delivering to the Board of Directors his resignation in writing, to take effect
no later than ten (10) days thereafter. Any director may at any time be removed
effective immediately, with or without cause, by the vote, either in person or
represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

      SECTION 3. VACANCIES. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the shares of stock issued and outstanding and entitled to vote at a
special meeting held for such purpose or by the written consent of a majority of
the shares of stock issued and


                                       5
   6
outstanding. The directors so chosen shall hold office until the next annual
election and until their respective successors are duly elected.

      SECTION 4.  REGULAR MEETINGS.  A regular meeting of the Board of
Directors shall be held annually at a date, time, and place set by the Board
of Directors.

      SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors.

      SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.


                                       6
   7
      SECTION 7. QUORUM. At all meetings of the Board of Directors a majority of
the total number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present at any meeting of the Board of Directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. A director present
at a meeting shall be counted in determining the presence of a quorum,
regardless of whether a contract or transaction between the corporation and such
director or between the corporation and any other corporation, partnership,
association, or other organization in which such director is a director or
officer or has a financial interest, is authorized or considered at such
meeting.

      SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board or such committee, as the
case may be, consent thereto in writing and such written consent is filed with
the minutes of the Board or committee.

      SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment


                                       7
   8
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

      SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted by
the majority of the whole Board, may designate one (1) or more committees, each
committee to consist of two (2) or more directors. The Board may designate one
(1) or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in such resolution, shall
have and may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which may require it, except
that no committee shall have the power or authority to amend the certificate of
incorporation, to adopt an agreement of merger or consolidation, to recommend to
the shareholders the sale, lease, or exchange of all or substantially all of the
corporation's property and assets, to recommend to the


                                       8
   9
shareholders a dissolution, to amend the bylaws of the corporation, to declare a
dividend, or to authorize the issuance of stock.

      SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.


                                   ARTICLE IV
                                    OFFICERS


      SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President, one (1) or more Vice Presidents (the number thereof to
be determined by the Board of Directors), a Secretary, a Treasurer, and such
other officers and assistant officers and agents as may be deemed necessary by
the Board of Directors. Any three (3) or more offices may be held by the same
person.

      SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any


                                       9
   10
officer appointed by the Board may be removed, with or without cause, at any
time by the Board. An officer may resign at any time upon written notice to the
corporation. Each officer shall hold his office until his or her successor is
appointed or until his or her earlier resignation, removal from office, or
death.

      SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other duties as are imposed upon the Chairman by law, all subject to
customary oversight and supervision by the Board of Directors. The Chairman
shall be a member of all committees of the Board of Directors, except the Audit
Committee (if one is created). The Chairman shall be empowered to sign all
certificates, contracts, and other instruments of the corporation and to do all
acts which are authorized by the Board of Directors and shall, in general, have
such other duties and responsibilities as are assigned by the Board of
Directors; PROVIDED, HOWEVER, that nothing herein


                                       10
   11
contained shall be construed to mean that the Board of Directors is required to
elect a Chairman.

      SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors.

      SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the


                                       11
   12
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as may from time
to time be assigned by the Board of Directors.

      SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these Bylaws or as
required by law, shall be custodian of the corporate records and of the seal of
the corporation, and in general shall perform such other duties as may from time
to time be assigned by the Board of Directors. The Secretary shall have general
charge of the stock transfer books of the corporation and shall keep at the
registered office or principal place of business of the corporation a record of
the shareholders of the corporation, giving the names and addresses of all such
shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

      SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and


                                       12
   13
disbursements in books belonging to the corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as may from time to time be assigned by the Board of Directors.

      SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

      SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.


                                    ARTICLE V
                              CERTIFICATES OF STOCK


      SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the corporation
shall be entitled to have a certificate signed by or in the name of the
corporation by the President (or a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.


                                       13
   14
      SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman, President,
Vice President, Treasurer or Assistant Treasurer, Secretary or Assistant
Secretary may be a facsimile. In case any officer or officers who have signed or
whose facsimile signature or signatures have been used on any such certificate
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.

      SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in


                                       14
   15
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate(s) alleged to have been
lost or destroyed.

      SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

      SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board
of Directors may close the stock transfer books of the corporation for a period
of not more than sixty (60) nor less than ten (10) days preceding the date of
any meeting of shareholders or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period of not more than
sixty (60) nor less than ten (10) days in connection with obtaining the consent
of shareholders for any purpose. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date of not more than sixty (60) nor
less than ten (10) days preceding the date of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the shareholders


                                       15
   16
entitled to notice of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any change,
conversion or exchange of capital stock, or to give such consent. In such case
and notwithstanding any transfer of any stock on the books of the corporation
after any such record date, such shareholders and only such shareholders as
shall be shareholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be.

      SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner. Except as otherwise
provided by law, the corporation shall not be bound to recognize any equitable
or other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof.


                                   ARTICLE VI
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS


      SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers,


                                       16
   17
the Chairman, President, or any Vice President, Treasurer or any Assistant
Treasurer, and the Secretary or any Assistant Secretary, may execute the same in
the name of and on behalf of the corporation and may affix the corporate seal
thereto.

      SECTION 2.  LOANS.  No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors.

      SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.


                                   ARTICLE VII
                                    DIVIDENDS


      SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any, of
the certificate of incorporation, dividends upon the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

      SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing


                                       17
   18
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors determine to be in the best interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                  ARTICLE VIII
                                   FISCAL YEAR


      The fiscal year of the corporation shall be established by the Board of
Directors.


                                   ARTICLE IX
                                WAIVER OF NOTICE


      Whenever any notice is required to be given by law or under the
certificate of incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.


                                    ARTICLE X
                                      SEAL


      The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.


                                       18
   19
                                   ARTICLE XI
                                   AMENDMENTS


      These Bylaws may be altered, amended, or repealed and new Bylaws adopted
at any regular or special meeting of the Board of Directors by an affirmative
vote of a majority of all directors; provided, however, that at least ten (10)
days advance written notice of the meeting is given to the directors, describing
the proposed amendment or alteration of these Bylaws.



                                       19

EX-3.86

   1
                                                                    Exhibit 3.86

                          CERTIFICATE OF INCORPORATION

                                       OF

                     SILVER KING BROADCASTING OF TAMPA, INC.

         FIRST. The name of the corporation is SILVER KING BROADCASTING OF
TAMPA, INC.

         SECOND. Its registered office in the State of Delaware is to be located
at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801.
The registered agent in charge thereof is The Corporation Trust Company.

         THIRD.   The purpose or purposes of the corporation are as follows:


                  (a) To engage in the business of transmitting, receiving,
relaying and/or distributing radio and/or television broadcasts, pictures,
sounds, signals, and messages of all kinds by means of waves, radiation, wire,
cable, radio, light or other means of communications of any type, kind or
nature; 

                  (b) To purchase or otherwise acquire (for cash, notes, stock
or bonds of this corporation or otherwise) assets used or useful in the
aforesaid business, and to undertake or assume the whole or any part of any
obligations and/or liabilities attendant thereto; 

                  (c) In general, to carry on any other business in connection
with the foregoing; and 

                  (d) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware, and to have and exercise all the powers conferred by the laws of the
State of Delaware upon corporations formed under the General Corporation Law of
the State of Delaware.
   2
         FOURTH. The amount of the total authorized capital stock of this
corporation shall be one thousand (1,000) shares of voting common stock, with a
par value of one cent ($0.01) per share.

         FIFTH. The name and mailing address of the incorporator is as follows:

                           Sheryl P. Lepisto
                           1255 Twenty-Third Street, N.W.
                           Suite 500
                           Washington, D.C.  20037

         SIXTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation shall have the following
powers: 

                  (a) To adopt, and to alter or amend the Bylaws, to fix the
amount to be reserved as working capital, and to authorize and cause to be
executed mortgages and liens (without limit as to the amount) upon the property
of this corporation; and 

                  (b) With the consent in writing or pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding, to dispose
of, in any manner, all or substantially all of the property of this corporation.

         SEVENTH. The shareholders and directors shall have the power to hold
their meetings and keep the books, documents and papers of the corporation
within or outside the State of Delaware and at such place or places as may be
from time to time designated by the Bylaws or by resolution of the shareholders
or directors, except as otherwise required by the laws of the State of Delaware.

         EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation.
   3
The objects, purposes and powers in each of the clauses and paragraphs of this
Certificate of Incorporation shall be regarded as independent objects, purposes
and powers. The objects, purposes and powers specified in this Certificate of
Incorporation are in furtherance and not in limitation of the objects, purposes
and powers conferred by statute.

         NINTH. No director of the corporation shall have any personal liability
to the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director unless it shall ultimately be determined in a civil
or criminal action, suit or proceeding that the director; (i) breached his duty
of loyalty to the corporation or its stockholders, (ii) committed acts or
omissions which were not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) committed a breach of Section 174 of the
General Corporation Law of the State of Delaware, or (iv) derived improper
personal benefit in any corporate transaction. The corporation shall have the
power to indemnify its officers, directors, employees and agents, and such other
persons as may be designated as set forth in the Bylaws, to the full extent
permitted by the laws of the State of Delaware.

         TENTH. The corporation shall have perpetual existence.

         The undersigned, Sheryl P. Lepisto, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation and does hereby certify that the facts
herein stated are true, and has accordingly hereunto set her hand and seal.



                                                  /s/ Sheryl P. Lepisto
                                                 ______________________________
                                                 Sheryl P. Lepisto

Dated:            November 21, 1986
   4
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                     SILVER KING BROADCASTING OF TAMPA, INC.


         SILVER KING BROADCASTING OF TAMPA, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:

         FIRST: That by Unanimous Written Consent, the Board of Directors of
SILVER KING BROADCASTING OF TAMPA, INC. (the "Corporation") duly adopted
resolutions setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation and directed that the amendment be submitted to
a vote of the sole Shareholder. The resolution setting forth the proposed
amendment is as follows:

                                    "RESOLVED, that paragraph One of the
                           Certificate of Incorporation shall be amended in its
                           entirety and restated as follows:

                                    '1. The name of the corporation is HSN
                           BROADCASTING OF TAMPA, INC.'"

         SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole Shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

         THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
   5
         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James J. Flynn, its President, and Nando DiFilippo, Jr., its
Secretary, this 31st day of May, 1989.


                                                 SILVER KING BROADCASTING OF
                                                    TAMPA, INC.


                                                 By: /s/ James J. Flynn
                                                    _________________________
                                                    James J. Flynn, President


Attest:


/s/ Nando DiFilippo
_______________________________
Nando DiFilippo, Jr., Secretary

[SEAL]
   6
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION
                                       OF


                         HSN BROADCASTING OF TAMPA, INC.


         HSN BROADCASTING OF TAMPA, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

                              DOES HEREBY CERTIFY:

         FIRST: That by Unanimous Written Consent, the Board of Directors of HSN
Broadcasting of Tampa, Inc., duly adopted resolutions setting forth a proposed
amendment to the Certificate of Incorporation of the corporation, and directed
that the amendment be submitted to a vote of the sole shareholder. The
resolution setting forth the proposed amendment is as follows:

         "RESOLVED, that paragraph one of the Certificate of Incorporation shall
be amended in its entirety and restated as follows:

         '1. The name of the corporation is Silver King Broadcasting of Tampa,
Inc.'"

         SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole shareholder of the Corporation by Written Consent waived any
and all notices and adopted a resolution in favor of the amendment.

         THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.
   7
         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Jeffrey McGrath, its President, and Michael Drayer, its Assistant
Secretary, this 1st day of October, 1992.


                                       HSN BROADCASTING OF TAMPA, INC.


                                       By: /s/ Jeffrey McGrath
                                          _____________________________________
                                          Jeffrey McGrath, President


Attest:


/s/ Michael Drayer
__________________________________
Michael Drayer, Asst. Secretary
   8
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                    SILVER KING BROADCASTING OF TAMPA, INC.

                                     *****

     Silver King Broadcasting of Tampa, Inc., a corporation organized and 
existing under and by virtue of the General Corporation Law of the State of 
Delaware,

                              DOES HEREBY CERTIFY:

FIRST:         That the Board of Directors of said corporation, by unanimous
               written consent of its members, filed with the minutes of the
               Board, duly adopted a resolution proposing and declaring
               advisable an amendment to the Certificate of Incorporation of the
               Company, and directed that the amendment be submitted to a vote
               of the sole shareholder. The resolution setting forth the
               proposed amendment is as follows:

                    "RESOLVED, that paragraph one of the Certificate of
                    Incorporation be amended in its entirety and restated as
                    follows: FIRST: The name of the corporation is USA Station
                    Group of Tampa, Inc."

SECOND:        That in lieu of a meeting and vote of stockholders, the sole
               shareholder of the Company by unanimous written consent adopted a
               resolution in favor of the amendment in accordance with the
               provisions of Section 228 of the General Corporation Law of the
               State of Delaware.
   9
THIRD:    That the aforesaid amendment was duly adopted in accordance with the
          applicable provisions of Sections 242 and 228 of the General
          Corporation Law of the State of Delaware.

FOURTH:   That this Certificate of Amendment of the Certificate of Incorporation
          shall be effective upon filing with the office of the Secretary of the
          State of Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of Tampa, inc. has caused 
this certificate to be signed by H. Steven Holtzman, its Assistant Secretary, 
this 20th day of February, 1998.


                                 Silver King Broadcasting of Tampa, Inc.


                                 By: /s/ H. Steven Holtzman
                                     ______________________________________
                                     H. Steven Holtzman
                                     Secretary

EX-3.87

   1
                                                                    Exhibit 3.87

                                  BYLAWS OF
                       HSN BROADCASTING OF TAMPA, INC.

                                  ARTICLE I
                                   OFFICES


      SECTION 1.  PRINCIPAL OFFICE.  The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

      SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.


                                  ARTICLE II
                                 SHAREHOLDERS


      SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at such
place, either within or without the State of Delaware, as may be designated by
the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

      SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall be
held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual
   2
meeting, or at any adjournment thereof, the Board of Directors shall cause the
election to be held at a meeting of the shareholders as soon thereafter as is
convenient.

      SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Chairman of the Board of Directors, the Board of Directors, or at
the request in writing of shareholders owning a majority in amount of the shares
of the common stock as of the date of such request.

      SECTION 4. NOTICE. Written notice stating the date, time, and place of the
meeting, and in case of a special meeting the purpose or purposes thereof, shall
be given to each shareholder entitled to vote thereat not less than ten (10) nor
more than sixty (60) days prior thereto, either personally or by mail or
telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

      SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another time
or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the


                                       2
   3
adjourned meeting, the corporation may transact any business that might have
been transacted at the original meeting.

      SECTION 6. QUORUM. The holders of a majority of each class of the shares
of stock issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If at
such adjourned meeting, a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. When a quorum is present at any meeting, the vote of the holders of a
majority of each class of the shares of stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the Texas
Business Corporation Law or of the certificate of incorporation, a different
vote is required in which case such express provision shall govern and control
the decision of such question.

      SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in


                                       3
   4
person or by proxy for each share of the class of capital stock having voting
power held by such shareholder, but no proxy shall be voted after three (3)
years from its date, unless the proxy provides for a longer period, and, except
where the transfer books of the corporation have been closed or a date has been
fixed as a record date for the determination of its shareholders entitled to
vote, no share of stock shall be voted at any election for directors which has
been transferred on the books of the corporation within ten (10) days next
preceding such election of directors. No corporate action requiring shareholder
approval, including the election or removal of directors, may occur without the
affirmative vote of the holders of a majority of the shares of each of the
classes of shares then entitled to vote, voting as separate classes. Election of
directors need not be by written ballot.

      SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of


                                       4
   5
such action shall be given to those shareholders who have not so consented in
writing to such action without a meeting.


                                   ARTICLE III
                                    DIRECTORS


      SECTION 1. NUMBER AND TENURE. The business and affairs of the corporation
shall be managed by a board of one or more members, the number thereof to be
determined from time to time by resolution of the shareholders. Each director
shall serve for a term of one year from the date of his election and until his
successor is elected. Directors need not be shareholders.

      SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign by
delivering to the Board of Directors his resignation in writing, to take effect
no later than ten (10) days thereafter. Any director may at any time be removed
effective immediately, with or without cause, by the vote, either in person or
represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

      SECTION 3. VACANCIES. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the shares of stock issued and outstanding and entitled to vote at a
special meeting held for such purpose or by the written consent of a majority of
the shares of stock issued and



                                       5
   6
outstanding. The directors so chosen shall hold office until the next annual
election and until their respective successors are duly elected.

      SECTION 4.  REGULAR MEETINGS.  A regular meeting of the Board of
Directors shall be held annually at a date, time, and place set by the Board
of Directors.

      SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Texas for
holding any special meeting of the Board of Directors.

      SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.


                                       6
   7
      SECTION 7. QUORUM. At all meetings of the Board of Directors a majority of
the total number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present at any meeting of the Board of Directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. A director present
at a meeting shall be counted in determining the presence of a quorum,
regardless of whether a contract or transaction between the corporation and such
director or between the corporation and any-other corporation, partnership,
association, or other organization in which such director is a director or
officer or has a financial interest, is authorized or considered at such
meeting.

      SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board or such committee, as the
case may be, consent thereto in writing and such written consent is filed with
the minutes of the Board or committee.

      SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment


                                       7
   8
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

      SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted by
the majority of the whole Board, may designate one (1) or more committees, each
committee to consist of two (2) or more directors. The Board may designate one
(1) or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in such resolution, shall
have and may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which may require it, except
that no committee shall have the power or authority to amend the certificate of
incorporation, to adopt an agreement of merger or consolidation, to recommend to
the shareholders the sale, lease, or exchange of all or substantially all of the
corporation's property and assets, to recommend to the


                                       8
   9
shareholders a dissolution, to amend the bylaws of the corporation, to declare a
dividend, or to authorize the issuance of stock.

      SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.


                                   ARTICLE IV
                                    OFFICERS


      SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President, one (1) or more Vice Presidents (the number thereof to
be determined by the Board of Directors), a Secretary, a Treasurer, and such
other officers and assistant officers and agents as may be deemed necessary by
the Board of Directors. Any three (3) or more offices may be held by the same
person.

      SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any


                                       9
   10
officer appointed by the Board may be removed, with or without cause, at any
time by the Board. An officer may resign at any time upon written notice to the
corporation. Each officer shall hold his office until his or her successor is
appointed or until his or her earlier resignation, removal from office, or
death.

      SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other duties as are imposed upon the Chairman by law, all subject to
customary oversight and supervision by the Board of Directors. The Chairman
shall be a member of all committees of the Board of Directors, except the Audit
Committee (if one is created) The Chairman shall be empowered to sign all
certificates, contracts, and other instruments of the corporation and to do all
acts which are authorized by the Board of Directors and shall, in general, have
such other duties and responsibilities as are assigned by the Board of
Directors; PROVIDED, HOWEVER, that nothing herein contained


                                       10
   11
shall be construed to mean that the Board of Directors is required to elect a
Chairman.

      SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and, supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors.

      SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the


                                       11
   12
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as may from time
to time be assigned by the Board of Directors.

      SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these Bylaws or as
required by law, shall be custodian of the corporate records and of the seal of
the corporation, and in general shall perform such other duties as may from time
to time be assigned by the Board of Directors. The Secretary shall have general
charge of the stock transfer books of the corporation and shall keep at the
registered office or principal place of business of the corporation a record of
the shareholders of the corporation, giving the names and addresses of all such
shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

      SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and


                                       12
   13
disbursements in books belonging to the corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as may from time to time be assigned by the Board of Directors.

      SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

      SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.


                                    ARTICLE V
                              CERTIFICATES OF STOCK


      SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the corporation
shall be entitled to have a certificate signed by or in the name of the
corporation by the President (or a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.


                                       13
   14
      SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman, President,
Vice President, Treasurer or Assistant Treasurer, Secretary or Assistant
Secretary may be a facsimile. In case any officer or officers who have signed or
whose facsimile signature or signatures have been used on any such certificate
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.

      SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in


                                       14
   15
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate(s) alleged to have been
lost or destroyed.

      SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

      SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board
of Directors may close the stock transfer books of the corporation for a period
of not more than sixty (60) nor less than ten (10) days preceding the date of
any meeting of shareholders or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period of not more than
sixty (60) nor less than ten (10) days in connection with obtaining the consent
of shareholders for any purpose. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date of not more than sixty (60) nor
less than ten (10) days preceding the date of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the shareholders


                                       15
   16
entitled to notice of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any change,
conversion or exchange of capital stock, or to give such consent. In such case
and notwithstanding any transfer of any stock on the books of the corporation
after any such record date, such shareholders and only such shareholders as
shall be shareholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be.

      SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner. Except as otherwise
provided by law, the corporation shall not be bound to recognize any equitable
or other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof.


                                   ARTICLE VI
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS


      SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers,


                                       16
   17
the Chairman, President, or any Vice President, Treasurer or any Assistant
Treasurer, and the Secretary or any Assistant Secretary, may execute the same in
the name of and on behalf of the corporation and may affix the corporate seal
thereto.

      SECTION 2.  LOANS.  No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors.

      SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.


                                   ARTICLE VII
                                    DIVIDENDS


      SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any, of
the certificate of incorporation, dividends upon the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

      SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing


                                       17
   18
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors determine to be in the best interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                  ARTICLE VIII
                                   FISCAL YEAR


      The fiscal year of the corporation shall be established by the Board of
Directors.


                                   ARTICLE IX
                                WAIVER OF NOTICE


      Whenever any notice is required to be given by law or under the
certificate of incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.


                                    ARTICLE X
                                      SEAL




      The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Texas." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.


                                       18
   19
                                   ARTICLE XI
                                   AMENDMENTS


      These Bylaws may be altered, amended, or repealed and new Bylaws adopted
at any regular or special meeting of the Board of Directors by an affirmative
vote of a majority of all directors; provided, however, that at least ten (10)
days advance written notice of the meeting is given to the directors, describing
the proposed amendment or alteration of these Bylaws.



                                       19

EX-3.88

   1
                                                                    Exhibit 3.88

                          CERTIFICATE OF INCORPORATION
                                       OF
                     SILVER KING BROADCASTING OF MIAMI, INC.

         FIRST. The name of the corporation is SILVER KING BROADCASTING OF
MIAMI, INC.

         SECOND. Its registered office in the State of Delaware is to be located
at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801.
The registered agent in charge thereof is The Corporation Trust Company.

         THIRD. The purpose or purposes of the corporation are as follows:

                  (a) To engage in the business of transmitting, receiving,
relaying and/or distributing radio and/or television broadcasts, pictures,
sounds, signals, and messages of all kinds by means of waves, radiation, wire,
cable, radio, light or other means of communications of any type, kind or
nature;

                  (b) To purchase or otherwise acquire (for cash, notes, stock
or bonds of this corporation or otherwise) assets used or useful in the
aforesaid business, and to undertake or assume the whole or any part of any
obligations and/or liabilities attendant thereto;

                  (c) In general, to carry on any other business in connection
with the foregoing; and

                  (d) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware, and to have and exercise all the powers conferred by the laws of the
State of 
   2
Delaware upon corporations formed under the General Corporation Law of the State
of Delaware.

         FOURTH. The amount of the total authorized capital stock of this
corporation shall be one thousand (1,000) shares of voting common stock, with a
par value of one cent ($0.01) per share.

         FIFTH.  The name and mailing address of the incorporator is as follows:

                 Sheryl P. Lepisto
                 1255 Twenty-Third Street, N.W.
                 Suite 500
                 Washington, D.C.  20017

         SIXTH.  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation shall have the following
powers:

                  (a) To adopt, and to alter or amend the Bylaws, to fix the
amount to be reserved as working capital, and to authorize and cause to be
executed mortgages and liens (without limit as to the amount) upon the property
of this corporation; and

                  (b) With the consent in writing or pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding, to dispose
of, in any manner, all or substantially all of the property of this corporation.

         SEVENTH. The shareholders and directors shall have the power to hold
their meetings and keep the books, documents and papers of the corporation
within or outside the state of Delaware and if such place or places as may be
from time to time designated by the Bylaws or by resolution of the shareholders
or directors, except as otherwise required by the laws of the State of Delaware.
   3
         EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation. The objects, purposes and powers
in each of the clauses and paragraphs of this Certificate of Incorporation shall
be regarded as independent objects, purposes and powers. The objects, purposes
and powers specified in this Certificate of Incorporation are in furtherance and
not in limitation of the objects, purposes and powers conferred by statute.

         NINTH. No director of the corporation shall have any personal liability
to the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director unless it shall ultimately be determined in a civil
or criminal action, suit or proceeding that the director: (i) breached his duty
of loyalty to the corporation or its stockholders, (ii) committed acts or
omissions which were not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) committed a breach of Section 174 of the
General Corporation law of the State of Delaware, or (iv) derived improper
personal benefit in any corporate transaction. The corporation shall have the
power to indemnify its officers, directors, employees and agents, and such other
person as may be designated as set forth in the Bylaws, to the full extent
permitted by the laws of the State of Delaware.

         TENTH. The corporation shall have perpetual existence.

         The undersigned, Sheryl, P. Lepisto, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate 
   4
of Incorporation and does hereby certify that the facts herein stated are true,
and has accordingly hereunto set her hand and seal.

                                        /s/ Sheryl P. Lepisto
                                        _____________________________
                                        Sheryl P. Lepisto

Dated:   October 16, 1986
   5
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                     SILVER KING BROADCASTING OF MIAMI, INC.

         Pursuant to Section 242 of the Delaware General Corporation law, SILVER
KING BROADCASTING OF MIAMI, INC., a corporation organized and existing under and
by virtue of the laws of the State of Delaware (the "Corporation"), does hereby
certify:

         FIRST: That the following amendment to the Certificate of Incorporation
of the Corporation was duly adopted by the Board of Directors of the
Corporation, setting forth a proposed amendment to the Certificate of
Incorporation, declaring such amendment to be advisable and directing that such
amendment be submitted to the stockholder of the Corporation for its approval.
The amendment is that Article FIRST of the Certificate of Incorporation of the
Corporation shall be amended to read in its entirety as follows:

         FIRST: The name of the corporation is Silver King Broadcasting of
Hollywood, Florida, Inc.

         SECOND: That the Amendment of the Certificate of Incorporation effected
by this Certificate was duly authorized by written consent of the stockholder of
the Corporation, all in accordance with the provisions of Sections 242 and 228
(c) of the General Corporation Law of the State of Delaware.

         THIRD: That the capital of the Corporation will not be reduced under or
by reason of said Amendment.
   6
         IN WITNESS WHEREOF, SILVER KING BROADCASTING OF MIAMI, INC. has caused
this Certificate to be signed by its President and attested by its Secretary as
of this 18th day of November, 1986.


                                       SILVER KING BROADCASTING OF MIAMI, INC.

                                       /s/ Lowell W. Paxson
                                       ________________________________________
                                       Lowell W. Paxson,
                                       President


                                       /s/ George H. Patterson, Sr.
                                       ________________________________________
                                       George H. Patterson, Sr.
                                       Secretary/Treasurer
   7
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
              SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, INC.

         SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, INC., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

                              DOES HEREBY CERTIFY:

         FIRST: That by Unanimous Written Consent, the Board of Directors of
SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, INC. (the "Corporation") duly
adopted resolutions setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation and directed that the amendment be submitted to
a vote of the sole Shareholder. The resolution setting forth the proposed
amendment is as follows:

                  "RESOLVED, that paragraph One of the Certificate of
                  Incorporation shall be amended in its entirety and restated as
                  follows:

                         `1.  The name of the corporation is HSN BROADCASTING OF
                  HOLLYWOOD, FLORIDA, INC.'"

         SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole Shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

         THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.
   8
         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James J. Flynn, its President, and Nando DiFilippo, Jr., its
Secretary, this 31st day of May, 1989. 

                                        SILVER KING BROADCASTING OF 
                                           HOLLYWOOD, FLORIDA, INC.


                                        By: /s/ James J. Flynn
                                            ___________________________________
                                            James J. Flynn, President
Attest:


/s/ Nando DiFilippo, Jr.
_______________________________
Nando DiFilippo, Jr., Secretary

[SEAL]
   9
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                 OF HSN BROADCASTING OF HOLLYWOOD, FLORIDA, INC.

         HSN BROADCASTING OF HOLLYWOOD, FLORIDA, INC., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:

         FIRST: That by Unanimous Written Consent, the Board of Directors of HSN
Broadcasting of Hollywood, Florida, Inc., duly adopted resolutions setting forth
a proposed amendment to the Certificate of Incorporation of the corporation, and
directed that the amendment be submitted to a vote of the sole shareholder. The
resolution setting forth the proposed amendment is as follows:

         "RESOLVED, that paragraph one of the Certificate of Incorporation shall
be amended in its entirety and restated as follows:

         `1. The name of the corporation is Silver King Broadcasting of
Hollywood, Florida, Inc.'"

         SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

         THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.
   10
         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Jeffrey McGrath, its President, and Michael Drayer, its Assistant
Secretary, this 1st day of October, 1992.


                                          HSN BROADCASTING OF HOLLYWOOD, INC,

                                          By:  /s/ Jeffrey McGrath
                                               ________________________________
                                               Jeffrey McGrath, President

Attest:

/s/ Michael Drayer
_______________________________
Michael Drayer, Asst. Secretary
   11
                              CERTIFICATE OF MERGER
                                       OF
              CHANNEL 69 OF HOLLYWOOD, INC, A DELAWARE CORPORATION
                                      INTO
              SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, INC.,
                             A DELAWARE CORPORATION

   (UNDER SECTION 251 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

         SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, INC., a Delaware
corporation, hereby certifies that:

         (1) The name and state of incorporation of each of the constituent
corporations are:

         (a) CHANNEL 69 OF HOLLYWOOD, INC., a Delaware corporation; and

         (b) SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, INC., a Delaware
corporation.

         (2) An Agreement of Merger has been approved, adopted, certified,
executed, and acknowledged by CHANNEL 69 OF HOLLYWOOD, INC. and by SILVER KING
BROADCASTING OF HOLLYWOOD, FLORIDA, INC., in accordance with the provisions of
subsection (c) of Section 251 of the General Corporation Law of the State of
Delaware.

         (3) The name of the surviving corporation is SILVER KING BROADCASTING
OF HOLLYWOOD, FLORIDA, INC.

         (4) The Certificate of Incorporation of SILVER KING BROADCASTING OF
HOLLYWOOD, FLORIDA, INC. shall be the Certificate of Incorporation of the
surviving corporation.
   12
         (5) The Surviving corporation is a corporation of the State of
Delaware.

         (6) The executed Agreement of Merger is on file at the Legal Department
of Home Shopping Network, Inc., at 12000 25th Court north, St. Petersburg,
Florida 33716.

         (7) A copy of the Agreement of Merger will be furnished by SILVER KING
BROADCASTING OF HOLLYWOOD, FLORIDA, INC., on request and without cost to any
shareholder of CHANNEL 69 OF HOLLYWOOD, INC. or SILVER KING BROADCASTING OF
HOLLYWOOD, FLORIDA, INC.

         (8) The authorized capital stock of SILVER KING BROADCASTING OF
HOLLYWOOD, FLORIDA, INC. is One Thousand (1000) shares of Common Stock, $.01 par
value.

         (9) The Merger shall be effective March 1, 1989.

         IN WITNESS WHEREOF, SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA,
INC. has caused this Certificate to be signed by its President and attested by
its Secretary on the 20 day of February, 1989.


                                           SILVER KING BROADCASTING OF
                                              HOLLYWOOD, FLORIDA, INC.

                                           By:  /s/ James J. Flynn
                                                _______________________________
                                                James J. Flynn; President
ATTEST:

/s/ Nando DiFilippo, Jr.
_______________________________
Nando DiFilippo, Jr., Secretary
   13
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
              SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, INC.
                                    * * * * *

         Silver King Broadcasting of Hollywood, Florida, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware.

                              DOES HEREBY CERTIFY:

FIRST:   That the Board of Directors of said corporation, by the unanimous
         written consent of its members, filed with the minutes of the Board,
         duly adopted a resolution proposing and declaring advisable an
         amendment to the Certificate of Incorporation of the Company, and
         directed that the amendment be submitted to a vote of the sole
         shareholder. The resolution setting forth the proposed amendment is as
         follows:

                  "RESOLVED, that paragraph one of the Certificate of
                  Incorporation be amended in its entirety and restated as
                  follows:

                  FIRST: The name of the corporation is USA Station Group of
                  Hollywood Florida, Inc."

SECOND:  That in lieu of a meeting and vote of stockholders, the sole
         shareholder of the Company by unanimous written consent adopted a
         resolution in favor of the amendment in accordance with the provisions
         of Section 228 of the General Corporation Law of the State of Delaware.
   14
THIRD:   That the aforesaid amendment was duly adopted in accordance with the
         applicable provisions of Sections 242 and 228 of the General
         Corporation law of the State of Delaware.

FOURTH:  That this Certificate of Amendment of the Certificate of Incorporation
         shall be effective upon filing with the office of the Secretary of
         State of the State of Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of Hollywood, Florida, Inc.,
has caused this certificate to be signed by H. Steven Holtzman, its Assistant
Secretary, this 20th day of February, 1998.

                                         Silver King Broadcasting of Hollywood, 
                                             Florida, Inc.


                                         By   /s/ H. Steven Holtzman
                                              _________________________________
                                              H. Steven Holtzman
                                              Assistant Secretary

EX-3.89

   1
                                                                    Exhibit 3.89

                                    BYLAWS OF
                  HSN BROADCASTING OF HOLLYWOOD, FLORIDA, INC.

                                    ARTICLE I
                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

         SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                                  SHAREHOLDERS

         SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at
such place, either within or without the State of Delaware, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

         SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall
be held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a meeting of the shareholders
as soon thereafter as is convenient.
   2
         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of shareholders owning a majority in amount of the
shares of the common stock as of the date of such request.

         SECTION 4. NOTICE. Written notice stating the date, time, and place of
the meeting, and in case of a special meeting the purpose or purposes thereof,
shall be given to each shareholder entitled to vote thereat not less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail
or telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

         SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the adjourned meetings the corporation
may transact any business that might have been transacted at the original
meeting.

         SECTION 6. QUORUM. The holders of a majority of each class of the
shares of stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business, if, however, 


                                       2
   3
such quorum is not present or represented at any meeting of the shareholders,
the shareholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or
represented. If at such adjourned meeting, a quorum is present or represented,
any business may be transacted that might have been transacted at the meeting as
originally notified. When a quorum is present at any meeting, the vote of the
holders of a majority of each class of the shares of stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the Delaware General Corporation Law or of the certificate of incorporation,
a different vote is required in which case such express provision shall govern
and control the decision of such question.

         SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such shareholder, but no
proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock shall be
voted at any election for directors which has been transferred on the books of
the corporation within ten (10) days next preceding such election of directors.
No corporate action requiring shareholder approval, including the election or
removal of directors, may occur without the affirmative vote of the holders of a
majority of the shares of each of the classes of shares then entitled to vote,


                                       3
   4
voting as separate classes. Election of directors need not be by written ballot.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a Consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of such
action shall be given to those shareholders who have not so consented in writing
to such action without a meeting.

                                   ARTICLE III
                                    DIRECTORS

         SECTION 1. NUMBER AND TENURE. The business and affairs of the
corporation shall be managed by a board of one or more members, the number
thereof to be determined from time to time by resolution of the shareholders.
Each director shall serve for a term of one year from the date of his election
and until his successor is elected. Directors need not be shareholders.

         SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign
by delivering to the Board of Directors his resignation in writing, to take
affect no later than ten (10) days thereafter. Any director may at any time be
removed effective immediately, with or without cause by the vote, either in
person or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose 


                                       4
   5
or by the written consent of a majority of the shares of stock issued and
outstanding.

         SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the shares of stock issued and outstanding and entitled to vote
at a special meeting held for such purpose or by the written consent of a
majority of the shares of stock issued and outstanding. The directors so chosen
shall hold office until the next annual election and until their respective
successors are duly elected.

         SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually at a date, time, and place set by the Board of
Directors.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors.

         SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,


                                       5
   6
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.

         SECTION 7. QUORUM. At all meetings of the Board of Directors a majority
of the total number of directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present at any meeting of the Board of Directors, the directors present
may adjourn the meeting from time to without notice other than announcement at
the meeting, until a quorum shall be present. A director present at a meeting
shall be counted in determining the presence of a quorum, regardless of whether
a contract or transaction between the corporation and such director or between
the corporation and any other corporation, partnership, association, or other
organization in which such director is a director or officer or has a financial
interest, is authorized or considered at such meeting.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or such committee, as
the case may be, consent thereto in writing and such written consent is filed
with the minutes of the Board or committee.

         SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the 


                                       6
   7
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

         SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board, may designate one (1) or more committees,
each committee to consist of two (2) or more directors. The Board may designate
one (1) or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in such
resolution, shall have and may exercise all of the powers of the Board of
Directors in the management of the business and affairs of the corporation and
may authorize the seal of the corporation to be affixed to all papers which may
require it, except that no committee shall have the power or authority to amend
the certificate of incorporation, to adopt an agreement of merger or
consolidation, to recommend to the shareholders the sale, lease, or exchange of
all or substantially all of the corporation's property and assets, to recommend
to the shareholders a dissolution, to amend the bylaws of the corporation, to
declare a dividend, or to authorize the issuance of stock.

         SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors


                                       7
   8
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                    OFFICERS

         SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President, one (1) or more Vice Presidents (the number thereof to
be determined by the Board of Directors), a Secretary, a Treasurer, and such
other officers and assistant officers and agents as may be deemed necessary by
the Board of Directors. Any three (3) or more offices may be held by the same
person.

         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any officer
appointed by the Board may be removed, with or without cause, at any time by the
Board. An officer may resign at any time upon written notice to the corporation.
Each officer shall hold his office until his or her successor is appointed or
until his or her earlier resignation, removal from office, or death.

         SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,


                                       8
   9
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other duties as are imposed upon the Chairman by law, all subject to
customary oversight and supervision by the Board of Directors. The Chairman
shall be a member of all committees of the Board of Directors, except the Audit
Committee (if one is created). The Chairman shall be empowered to sign all
certificates, contracts, and other instruments of the corporation and to do all
acts which are authorized by the Board of Directors and shall, in general, have
such other duties and responsibilities as are assigned by the Board of
Directors; PROVIDED, HOWEVER, that nothing herein contained shall be construed
to mean that the Board of Directors is required to elect a Chairman.

         SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the 


                                       9
   10
business of the corporation, and to carry out all orders and resolutions of the
Board of Directors.

         SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as may from time
to time be assigned by the Board of Directors.

         SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these Bylaws or as
required by law, shall be custodian of the corporate records and of the seal of
the corporation, and in general shall perform such other duties as may from time
to time be assigned by the Board of Directors. The Secretary shall have general
charge of the stock transfer books of the corporation and shall keep at the
registered office or principal place of business of the corporation a record of
the shareholders of the corporation, giving the names and addresses of all such
shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

         SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records 


                                       10
   11
of account, including full and accurate accounts of receipts and disbursements
in books belonging to the corporation, shall deposit all monies and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as may from time to time be assigned by the Board of Directors.

         SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

         SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.

                                    ARTICLE V
                              CERTIFICATES OF STOCK

         SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the President (or a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.

         SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have


                                       11
   12
signed or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate(s) alleged to have been lost or destroyed.

         SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person 


                                       12
   13
entitled thereto, cancel the old certificate and record the transaction upon its
books.

         SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of shareholders or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into affect, or for a period of not more
than sixty (60) nor less than ten (10) days in connection with obtaining the
consent of shareholders for any purpose. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date of not more than sixty
(60) nor less than ten (10) days preceding the date of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange of capital stock, or to give such consent. In
such case and notwithstanding any transfer of any stock on the books of the
corporation after any such record date, such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to 


                                       13
   14
exercise such rights, or to give such consent, as the case may be.

         SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by law, the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.

                                   ARTICLE VI
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         SECTION 1. CONTRACTS. When the execution of any contract or, other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the Chairman, President, or any Vice President,
Treasurer or any Assistant Treasurer, and the Secretary or any Assistant
Secretary, may execute the same in the name of and on behalf of the corporation
and may affix the corporate seal thereto.

         SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.

         SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   ARTICLE VII
                                    DIVIDENDS

                                       14
   15
         SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any,
of the certificate of incorporation, dividends upon the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

         SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors determine to be in the beet interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                  ARTICLE VIII
                                   FISCAL YEAR

         The fiscal year of the corporation shall be established by the Board of
Directors.

                                   ARTICLE IX
                                WAIVER OF NOTICE

         Whenever any notice is required to be given by law or under the
certificate of incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.

                                       15
   16
                                    ARTICLE X
                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE XI
                                   AMENDMENTS

         These Bylaws may be altered, amended, or repealed and new Bylaws
adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of a majority of all directors; provided, however, that at
least ten (10) days advance written notice of the meeting is given to the
directors, describing the proposed amendment or alteration of these Bylaws.

                                       16

EX-3.90

   1
                                                                    Exhibit 3.90

                           CERTIFICATE OF INCOPORATION
                                       OF
                              HSN TELEMATION, INC.

         FIRST.  The name of the Corporation is HSN TELEMATION, INC.

         SECOND. The address of the Corporation's registered office in the State
of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle
19801. 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 Delaware.

         FOURTH. The total number of shares which the Corporation shall have
authority to issue is One Thousand (1,000) shares of capital stock, and the par
value of each such share is One Dollar ($1.00) per share.

         FIFTH. The name and mailing address of the incorporator is Emily
Merlin, HSN Legal Department, P.O. Box 9090, Clearwater, Florida 34618-9090.

         SIXTH. The Board of Directors of the Corporation is expressly
authorized to make, alter or repeal bylaws of the Corporation, but the
shareholders may make additional bylaws and may alter or repeal any bylaw
whether adopted by them or otherwise.

         SEVENTH. Elections of directors need not be by written ballot except
and to the extent provided in the bylaws of the Corporation.
   2

         The undersigned incorporator hereby acknowledges that the foregoing
Certificate of Incorporation is her act and deed and that the facts stated
therein are true.

                                            /s/ Emily Merlin
                                            __________________________________
                                            Emily Merlin
                                                          Incorporator

   3
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              HSN TELEMATION, INC.

         HSN TELEMATION, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,

                              DOES HEREBY CERTIFY:

         FIRST: That by Unanimous Written Consent, the Board of Directors of HSN
Telemation, Inc. duly adopted resolutions setting forth a proposed amendment to
the Certificate of Incorporation of the corporation, and directed that the
amendment be submitted to a vote of the sole shareholder. The resolution setting
forth the proposed amendment is as follows:

                  "RESOLVED, that Paragraph 1 of the Certificate of
         Incorporation shall be amended in its entirety and restated as follows:

                  `1.  The name of the corporation is Telemation, Inc.'"

         SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole shareholder of the Corporation by Written Consent waived any
and all notice and adopted the foregoing resolution in favor of the amendment.

         THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.
   4

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Jeffrey McGrath, its President, and Celia H. Bachman, its Assistant
Secretary, this 30th day of September, 1992.

                                               HSN Telemation, Inc.

                                               By: /s/ Jeffrey McGrath
                                                   _____________________________
                                                   Jeffrey McGrath, President

Attest:

/s/ Celia H. Bachman
__________________________________
Celia H. Bachman, Asst. Secretary

                                     [SEAL]

EX-3.91

   1
                                                                    Exhibit 3.91
                                   BY-LAWS OF

                              HSN TELEMATION, INC.


                                    ARTICLE I
                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

         SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                                  SHAREHOLDERS

         SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at
such place, either within or without the State of Delaware, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

         SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall
be held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual meeting, or at any adjournment thereof, the Board of
Directors, shall cause the election to be held at a meeting of the shareholders
as soon thereafter as is convenient.
   2

         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of shareholders owning a majority in amount of the
shares of the common stock as of the date of such request.

         SECTION 4. NOTICE. Written notice stating the date, time, and place of
the meeting, and in case of a special meeting the purpose or purposes thereof,
shall be given to each shareholder entitled to vote thereat not less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail
or telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

         SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the adjourned meeting, the corporation
may transact any business that might have been transacted at the original
meeting.

         SECTION 6. QUORUM. The holders of a majority of each class of the
shares of stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by 
   3
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or
represented. If at such adjourned meeting, a quorum is present or represented,
any business may be transacted that might have been transacted at the meeting as
originally notified. When a quorum is present at any meeting, the vote of the
holders of a majority of each class of the shares of stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the Delaware General Corporation Law or the certificate of incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question. 

         SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such shareholder, but no
proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock shall be
voted at any election for directors which has been transferred on the books of
the corporation within ten (10) days next preceding such election of directors.
No corporate action requiring shareholder approval, including the election or
removal of directors, may occur without the affirmative vote of the holders of a
majority of the shares of each of the classes of shares then entitled to vote,
voting as separate classes. Election of directors need not be by written ballot.
   4
         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of such
action shall be given to those shareholders who have not so consented in writing
to such action without a meeting.

                                   ARTICLE III
                                    DIRECTORS

         SECTION 1. NUMBER AND TENURE. The business and affairs of the
corporation shall be managed by a board of one or more members, the number
thereof to be determined from time to time by resolution of the shareholders.
Each director shall serve for a term of one year from the date of his election
and until his successor is elected. Directors need not be shareholders.

         SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign
by delivering to the Board of Directors his resignation in writing, to take
effect no later than ten (10) days thereafter. Any director may at any time be
removed effective immediately, with or without cause, by the vote, either in
person or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.
   5
         SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the shares of stock issued and outstanding and entitled to vote
at a special meeting held for such purpose or by the written consent of a
majority of the shares of stock issued and outstanding. The directors so chosen
shall hold office until the next annual election and until their respective
successors are duly elected.

         SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually at a date, time, and place set by the Board of
Directors. 

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The Directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors. 

         SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. 

         SECTION 7. QUORUM. At all meetings of the Board of Directors a majority
of the total number of directors shall constitute a quorum for the transaction
of business and 
   6
the act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors. If a quorum is not present
at any meeting of the Board of Directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. A director present at a meeting shall
be counted in determining the presence of a quorum, regardless of whether a
contract or transaction between the corporation and such director or between the
corporation and any other corporation, partnership, association, or other
organization in which such director is a director or officer or has a financial
interest, is authorized or considered at such meeting. 

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or such committee, as
the case may be, consent thereto in writing and such written consent is filed
with the minutes of the Board or committee. 

         SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting. 

         SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board, may designate one (1) or more committees,
each committee to consist of two (2) or more directors. The Board may designate
one (1) or more directors as alternate members of any committee, who may replace
any absent or 
   7
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in such resolution, shall
have and may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which any require it, except
that no committee shall have the power or authority to amend the certificate of
incorporation, to adopt an agreement of merger or consolidation, to recommend to
the shareholders the sale, lease, or exchange of all or substantially all of the
corporation's property and assets, to recommend to the shareholders a
dissolution, to amend the bylaws of the corporation, to declare a dividend, or
to authorize the issuance of stock. 

         SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                    OFFICERS

         SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President one (1) or more Vice Presidents (the number thereof to be
   8
determined by the Board of Directors), a Secretary, a Treasurer, and such other
officers and assistant officers and agents as may be deemed necessary by the
Board of Directors. Any three (3) or more offices may be held by the same
person.

         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any officer
appointed by the Board may be removed, with or without cause, at any time by the
Board. An officer may resign at any time upon written notice to the corporation.
Each officer shall hold his office until his or her successor is appointed or
until his or her earlier resignation, removal from office, or death.

         SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors form their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other duties as are imposed upon the Chairman by law, all subject to
customary oversight and supervision by the Board of Directors. The Chairman
shall be a member of all committees of the Board of Directors, except the Audit
Committee (if one is created). The Chairman shall be empowered to sign all
certificates, contracts, and other instruments of the corporation and to do all
acts which are authorized by the Board of Directors and shall in general, 
   9
have such other duties and responsibilities as are assigned by the Board of
Directors; PROVIDED, HOWEVER, that nothing herein contained shall be construed
to mean that the Board of Directors is required to elect a Chairman. 

         SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors. 

         SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to 
   10
all the restrictions upon the President. The Vice President shall perform such
other duties as may from time to time be assigned by the Board of Directors.


         SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these By-Laws or
as required by law, shall be custodian of the corporate records and of the seal
of the corporation, and in general shall perform such other duties as may from
time to time be assigned by the Board of Directors. The Secretary shall have
general charge of the stock transfer books of the corporation and shall keep at
the registered office or principal place of business of the corporation a record
of the shareholders of the corporation, giving the names and addresses of all
such shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each. 

         SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and
disbursements in books belonging to the corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the corporation,
shall deposit all monies and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the Board
of Directors, and in general shall perform all the duties incident to the office
of Treasurer and such other duties as may from time to time be assigned by the
Board of Directors. 
   11
         SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions. 

         SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.

                                    ARTICLE V
                              CERTIFICATES OF STOCK

         SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the President (or a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.

         SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
   12
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
top give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate(s) alleged to have been lost or destroyed.

         SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

         SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of shareholders or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or for a period of not more
than sixty (60) nor less than ten (10) 
   13
days in connection with obtaining the consent of shareholders for any purpose.
In lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date of not more than sixty (60) nor less than (10) days preceding the
date of any dividend, or the date for the allotment of rights, or the date when
any change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining such consent, as a record date for the
determination of the shareholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any change, conversion or exchange of capital stock, or to give such
consent. In such case and notwithstanding any transfer of any stock on the books
of the corporation after any such record date, such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or toe exercise such rights, or to give such consent, as the case may
be. 

         SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by law, the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.

                                   ARTICLE VI
   14
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the Chairman, President, or any Vice President,
Treasurer or any Assistant Treasurer, and the Secretary or any Assistant
Secretary, may execute the same in the name of and on behalf of the corporation
and may affix the corporate seal thereto.

         SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. 

         SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors any from time to time designate.

                                   ARTICLE VII
                                    DIVIDENDS

         SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any,
of the certificate of incorporation, dividends on the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

         SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining 
   15
any property of the corporation, or for such other purpose as the directors
determine to be in the best interest of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                  ARTICLE VIII
                                   FISCAL YEAR

         The fiscal year of the corporation shall be established by the Board of
Directors.

                                   ARTICLE IX
                                WAIVER OF NOTICE

         Whenever any notice is required to be given by law or under the
certificate of incorporation or these By-Laws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.

                                    ARTICLE X
                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Florida." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE XI
                                   AMENDMENTS

         These By-Laws may be altered, amended, or repealed and new By-Laws
adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of a majority of all directors; provided, however, that at
least ten (10) days advance written 
   16
notice of the meeting is given to the directors, describing the proposed
amendment or alteration of these By-Laws.

EX-3.92

   1
                                                                    Exhibit 3.92

                          CERTIFICATE OF INCORPORATION

                                       OF

              SILVER KING BROADCASTING OF NORTHERN CALIFORNIA, INC.

         FIRST. The name of the corporation is SILVER KING BROADCASTING OF
NORTHERN CALIFORNIA, INC.

         SECOND. Its registered office in the State of Delaware is to be located
at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801.
The registered agent in charge thereof is The Corporation Trust Company.

         THIRD. The purpose or purposes of the corporation are as follows:

                  (a) To engage in the business of transmitting, receiving,
relaying and/or distributing radio and/or television broadcasts, pictures,
sounds, signals, and messages of all kinds by means of waves, radiation, wire,
cable, radio, light or other means of communication of any type, kind or nature;

                  (b) To purchase or otherwise acquire (for cash, notes, stock
or bonds of this corporation or otherwise) assets used or useful in the
aforesaid business, and to undertake or assume the whole or any part of any
obligations and/or liabilities attendant thereto;

                  (c) In general, to carry on any other business in connection
with the foregoing; and

                  (d) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware, and to have and exercise all the powers conferred by the laws of the
State of Delaware upon corporations formed under the General Corporation Law of
the State of Delaware.

   2

         FOURTH. The amount of the total authorized capital stock of this
corporation shall be one thousand (1,000) shares of voting common stock, with a
par value of one cent ($0.01) per share.

         FIFTH. The name and mailing address of the incorporator is as follows:

                                    Sheryl P. Lepisto
                                    1255 Twenty-Third Street, N.W.
                                    Suite 500
                                    Washington, D.C.  20037

         SIXTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation shall have the following
powers:

                  (a) To adopt, and to alter or amend the Bylaws, to fix the
amount to be reserved working capital, and to authorize and cause to be executed
mortgages and liens (without limit as to the amount) upon the property of this
corporation; and

                  (b) With the consent in writing or pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding, to dispose
of, in any manner, all or substantially all of the property of this corporation.

         SEVENTH. The shareholders and directors shall have the power to hold
their meetings and keep the books, documents and papers of the corporation
within or outside the State of Delaware and at such place or places as may be
from time to time designated by the Bylaws or by resolution of the shareholders
or directors, except as otherwise required by the laws of the State of Delaware.

         EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of

   3

Incorporation. The objects, purposes and powers in each of the clauses and
paragraphs of this Certificate of Incorporation shall be regarded as independent
objects, purposes and powers. The objects, purposes and powers specified in this
Certificate of Incorporation are in furtherance and not in limitation of the
objects, purposes and powers conferred by statute.

         NINTH. No director of the corporation shall have any personal liability
to the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director unless it shall ultimately be determined in a civil
or criminal action, suit or proceeding that the director: (i) breached his duty
of loyalty to the corporation or its stockholders, (ii) committed acts or
omissions which were not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) committed a breach of Section 174 of the
General Corporation Law of the State of Delaware, or (iv) derived improper
personal benefit in any corporate transaction. The corporation shall have the
power to indemnify its officers, directors, employees and agents, and such other
persons as may be designated as set forth in the Bylaws, to the full extent
permitted by the laws of the State of Delaware.

         TENTH. The corporation shall have perpetual existence.

         The undersigned, Sheryl P. Lepisto, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation and does hereby certify that the facts
herein stated are true, and has accordingly hereunto set her hand and seal.

                                    /s/ Sheryl P. Lepisto
                                    ____________________________________________
                                    Sheryl P. Lepisto

Dated: July 25, 1986
   4
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

              SILVER KING BROADCASTING OF NORTHERN CALIFORNIA, INC.

         SILVER KING BROADCASTING OF NORTHERN CALIFORNIA, INC., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

                              DOES HEREBY CERTIFY:

         FIRST: That by Unanimous Written Consent, the Board of Directors of
SILVER KING BROADCASTING OF NORTHERN CALIFORNIA, INC. (the "Corporation") duly
adopted resolutions setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation and directed that the amendment be submitted to
a vote of the sole Shareholder. The resolution setting forth the proposed
amendment is as follows:

                  "RESOLVED, that paragraph One of the Certificate of
                  Incorporation shall be amended in its entirety and restated as
                  follows:

                           '1. The name of the corporation is HSN BROADCASTING
                  OF NORTHERN CALIFORNIA, INC.'"

         SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole Shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.


   5

         THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James J. Flynn, its President, and Nando DiFilippo, Jr., its
Secretary, this 31st day of May, 1989.

                                    SILVER KING BROADCASTING OF
                                    NORTHERN CALIFORNIA, INC.

                                    By: /s/ James J. Flynn
                                       ________________________________________
                                        James J. Flynn, President

Attest:
/s/ Nando DiFilippo
_______________________________
Nando DiFilippo, Jr., Secretary

[SEAL]

   6
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                  HSN BROADCASTING OF NORTHERN CALIFORNIA, INC.

         HSN BROADCASTING OF NORTHERN CALIFORNIA, INC., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware,

                              DOES HEREBY CERTIFY:

         FIRST: That by Unanimous Written Consent, the Board of Directors of HSN
Broadcasting of Northern California, Inc., duly adopted resolutions setting
forth a proposed amendment to the Certificate of Incorporation of the
corporation, and directed that the amendment be submitted to a vote of the sole
shareholder. The resolution setting forth the proposed amendment is as follows:

         "RESOLVED, that paragraph one of the Certificate of Incorporation shall
be amended in its entirety and restated as follows:

         1. The name of the corporation is Silver King Broadcasting of Northern
California, Inc."

         SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.

         THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.


   7

         FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Jeffrey McGrath, its President, and Michael Drayer, its Assistant
Secretary, this 1st day of October, 1992

                           HSN BROADCASTING OF NORTHERN CALIFORNIA, INC.
                           By: /s/ Jeffrey McGrath
                               _____________________________
                               Jeffrey McGrath, President

Attest:

/s/ Michael Drayer
_______________________________
Michael Drayer, Asst. Secretary

   8
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                   SILVER KING BROADCASTING OF NORTHERN CALIFORNIA, INC.

                                           *****

      Silver King Broadcasting of Northern California, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

                              DOES HEREBY CERTIFY:

FIRST:      That the Board of Directors of said corporation, by the unanimous
            written consent of its members, filed with the minutes of the Board,
            duly adopted a resolution proposing and declaring advisable an
            amendment to the Certificate of Incorporation of the Company, and
            directed that the amendment be submitted to a vote of the sole
            shareholder. The resolution setting forth the proposed amendment is
            as follows:

                  "RESOLVED, that paragraph one of the Certificate of
                  Incorporation be amended in its entirety and restated as
                  follows: FIRST: The name of the corporation is USA Station
                  Group of Northern California, Inc."

SECOND:     That in lieu of a meeting and vote of stockholders, the sole
            shareholder of the Company by unanimous written consent adopted a
            resolution in favor

   9
            of the amendment in accordance with the provisions of Section 228 of
            the General Corporation Law of the State of Delaware.

THIRD:      That the aforesaid amendment was duly adopted in accordance with the
            applicable provisions of Sections 242 and 228 of the General
            Corporation Law of the State of Delaware.

FOURTH:     That this Certificate of Amendment of the Certificate of
            Incorporation shall be effective upon filing with the office of the
            Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, said Silver King Broadcasting of Northern California, Inc.
has caused this certificate to be signed by H. Steven Holtzman, its Assistant
Secretary, this 20th day of February, 1998.

                        Silver King Broadcasting of Northern California, Inc.

                       By: /s/ H. Steven Holtzman
                           ______________________________________
                           H. Steven Holtzman
                           Secretary

EX-3.93

   1
                                                                    EXHIBIT 3.93

                                   BY LAWS OF

                  HSN BROADCASTING OF NORTHERN CALIFORNIA, INC.

                                    ARTICLE I

                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

         SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at
such place, either within or without the State of Delaware, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

         SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall
be held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual

   2

meeting, or at any adjournment thereof, the Board of Directors shall cause the
election to be held at a meeting of the shareholders as soon thereafter as is
convenient.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of shareholders owning a majority in amount of the
shares of the common stock as of the date of such request.

         SECTION 4. NOTICE. Written notice stating the date, time, and place of
the meeting, and in case of a special meeting the purpose or purposes thereof,
shall be given to each shareholder entitled to vote thereat not less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail
or telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

         SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the


                                       2
   3

adjourned meeting, the corporation may transact any business that might have
been transacted at the original meeting.

         SECTION 6. QUORUM. The holders of a majority of each class of the
shares of stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If at
such adjourned meeting, a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. When a quorum is present at any meeting, the vote of the holders of a
majority of each class of the shares of stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
Delaware General Corporation Law or of the certificate of incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

         SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in


                                       3
   4

person or by proxy for each share of the class of capital stock having voting
power held by such shareholder, but no proxy shall be voted after three (3)
years from its date, unless the proxy provides for a longer period, and, except
where the transfer books of the corporation have been closed or a date has been
fixed as a record date for the determination of its shareholders entitled to
vote, no share of stock shall be voted at any election for directors which has
been transferred on the books of the corporation within ten (10) days next
preceding such election of directors. No corporate action requiring shareholder
approval, including the election or removal of directors, may occur without the
affirmative vote of the holders of a majority of the shares of each of the
classes of shares then entitled to vote, voting as separate classes. Election of
directors need not be by written ballot.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of


                                       4
   5

such action shall be given to those shareholders who have not so consented in
writing to such action without a meeting.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER AND TENURE. The business and affairs of the
corporation shall be managed by a board of one or more members, the number
thereof to be determined from time to time by resolution of the shareholders.
Each director shall serve for a term of one year from the date of his election
and until his successor is elected. Directors need not be shareholders.

         SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign
by delivering to the Board of Directors his resignation in writing, to take
effect no later than ten (10) days thereafter. Any director may at any time be
removed effective immediately, with or without cause, by the vote, either in
person or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

         SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the shares of stock issued and outstanding and entitled to vote
at a special meeting held for such purpose or by the written consent of a
majority of the shares of stock issued and



                                       5
   6

outstanding. The directors so chosen shall hold office until the next annual
election and until their respective successors are duly elected.

         SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually at a date, time, and place set by the Board of
Directors.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors.

         SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.



                                       6
   7

         SECTION 7. QUORUM. At all meetings of the Board of Directors a majority
of the total number of directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
is not present at any meeting of the Board of Directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. A director present
at a meeting shall be counted in determining the presence of a quorum,
regardless of whether a contract or transaction between the corporation and such
director or between the corporation and any other corporation, partnership,
association, or other organization in which such director is a director or
officer or has a financial interest, is authorized or considered at such
meeting.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or such committee, as
the case may be, consent thereto in writing and such written consent is filed
with the minutes of the Board or committee.

         SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment


                                       7
   8

by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

         SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board, may designate one (1) or more committees,
each committee to consist of two (2) or more directors. The Board may designate
one (1) or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in such
resolution, shall have and may exercise all of the powers of the Board of
Directors in the management of the business and affairs of the corporation and
may authorize the seal of the corporation to be affixed to all papers which may
require it, except that no committee shall have the power or authority to amend
the certificate of incorporation, to adopt an agreement of merger or
consolidation, to recommend to the shareholders the sale, lease, or exchange of
all or substantially all of the corporation's property and assets, to recommend
to the


                                       8
   9

shareholders a dissolution, to amend the bylaws of the corporation, to declare a
dividend, or to authorize the issuance of stock.

         SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President, one (1) or more Vice Presidents (the number thereof to
be determined by the Board of Directors), a Secretary, a Treasurer, and such
other officers and assistant officers and agents as may be deemed necessary by
the Board of Directors. Any three (3) or more offices may be held by the same
person.

         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any


                                       9
   10

officer appointed by the Board may be removed, with or without cause, at any
time by the Board. An officer may resign at any time upon written notice to the
corporation. Each officer shall hold his office until his or her successor is
appointed or until his or her earlier resignation, removal from office, or
death.

         SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other duties as are imposed upon the Chairman by law, all subject to
customary oversight and supervision by the Board of Directors. The Chairman
shall be a member of all committees of the Board of Directors, except the Audit
Committee (if one is created). The Chairman shall be empowered to sign all
certificates, contracts, and other instruments of the corporation and to do all
acts which are authorized by the Board of Directors and shall, in general, have
such other duties and responsibilities as are assigned by the Board of
Directors; PROVIDED, HOWEVER, that nothing herein


                                       10
   11

contained shall be construed to mean that the Board of Directors is required to
elect a Chairman.

         SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors.

         SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the


                                       11
   12

order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as may from time
to time be assigned by the Board of Directors.

         SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these Bylaws or as
required by law, shall be custodian of the corporate records and of the seal of
the corporation, and in general shall perform such other duties as may from time
to time be assigned by the Board of Directors. The Secretary shall have general
charge of the stock transfer books of the corporation and shall keep at the
registered office or principal place of business of the corporation a record of
the shareholders of the corporation, giving the names and addresses of all such
shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

         SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and


                                       12
   13

disbursements in books belonging to the corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as may from time to time be assigned by the Board of Directors.

         SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.

         SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.

                                    ARTICLE V

                              CERTIFICATES OF STOCK

         SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the President (or a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.


                                       13
   14

         SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in


                                       14
   15

such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate(s) alleged to have been
lost or destroyed.

         SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

         SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of shareholders or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or for a period of not more
than sixty (60) nor less than ten (10) days in connection with obtaining the
consent of shareholders for any purpose. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date of not more than sixty
(60) nor less than ten (10) days preceding the date of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
shareholders


                                       15
   16

entitled to notice of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any change,
conversion or exchange of capital stock, or to give such consent. In such case
and notwithstanding any transfer of any stock on the books of the corporation
after any such record date, such shareholders and only such shareholders as
shall be shareholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be.

         SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by law, the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.

                                   ARTICLE VI

                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers,


                                       16
   17

the Chairman, President, or any Vice President, Treasurer or any Assistant
Treasurer, and the Secretary or any Assistant Secretary, may execute the same in
the name of and on behalf of the corporation and may affix the corporate seal
thereto.

         SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.

         SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   ARTICLE VII

                                    DIVIDENDS

         SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any,
of the certificate of incorporation, dividends upon the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

         SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing


                                       17
   18

dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors determine to be in the best interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                  ARTICLE VIII

                                   FISCAL YEAR

         The fiscal year of the corporation shall be established by the Board of
Directors.

                                   ARTICLE IX

                                WAIVER OF NOTICE

         Whenever any notice is required to be given by law or under the
certificate of incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.

                                    ARTICLE X

                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.


                                       18
   19

                                   ARTICLE XI

                                   AMENDMENTS

         These Bylaws may be altered, amended, or repealed and new Bylaws
adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of a majority of all directors; provided, however, that at
least ten (10) days advance written notice of the meeting is given to the
directors, describing the proposed amendment or alteration of these Bylaws.


                                       19

EX-3.94

   1
                                                                    EXHIBIT 3.94

                          CERTIFICATE OF INCORPORATION

                                       OF

                              UHF INVESTMENTS, INC.

                  FIRST.   The name of the corporation is UHF Investments, Inc.

                  SECOND. Its registered office in the State of Delaware is to
be located at 1209 Orange Street, in the City of Wilmington, County of New
Castle, 19801. The registered agent in charge thereof is The Corporation Trust
Company.

                  THIRD. The purpose or purposes of the corporations 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 and to have and
exercise all the powers conferred by the laws of the State of Delaware upon
corporations formed under the General Corporation Law of the State of Delaware.

                  FOURTH. The amount of the total authorized capital stock of
this corporation shall be one thousand (1,000) shares of voting common stock,
with a par value of one cent ($0.01) per share.

                  FIFTH. The name and mailing address of the incorporation is as
follows:

                  Karen R. Hunter
                  1255 Twenty-Third Street, N.W.
                  Suite 500
                  Washington, D.C.  20037

SIXTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the corporation shall have the
following powers:
   2
                                        2

                                    (a) To adopt, and to alter or amend the
Bylaws, to fix the amount to be reserved as working capital, and to authorize
and cause to be executed mortgages and liens (without limit as to the amount)
upon the property of this corporation; and

                                    (b) With the consent in writing or pursuant
to a vote of the holders of a majority of the capital stock issued and
outstanding, to dispose of, in any manner, all or substantially all of the
property of this corporation.

                  SEVENTH. The stockholders and directors shall have the power
to hold their meetings and keep the books, documents and papers of the
corporation within or outside the State of Delaware and at such place or places
as may be from time to time designated by the Bylaws or by resolution of the
stockholders or directors, except as otherwise required by the laws of the State
of Delaware.

                  EIGHTH. The objects, purposes and powers specified in any
clause or paragraph of this Certificate of Incorporation shall be in no way
limited or restricted by reference to or inference from the terms of any other
clause or paragraph of this Certificate of Incorporation. The objects, purposes
and powers in each of the clauses and paragraphs of this Certificate of
Incorporation shall be regarded as independent objects, purposes and powers. The
objects, purposes and powers specified in this Certificate of Incorporation are
in furtherance and not in limitation of the objects, purposes and powers
conferred by statute.

                  NINTH. The corporation shall have the power to indemnify its
officers, directors, employees and agents, and such other persons as may be
designated as set forth in the By-laws, to the full extent permitted by the laws
of the State of Delaware.
   3
                                       3

A director shall not be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duties as a director, provided that
the liability of a director (i) for any breach of the director's loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from
which the director derived an improper personal benefit shall not be eliminated
or limited hereby.

                  TENTH.   The corporation shall have perpetual existence.

                  The undersigned, Karen R. Hunter, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation and does hereby certify that the facts
herein stated are true, and has accordingly hereunto set her hand and seal.


                                       /s/ Karen R. Hunter
                                       ________________________________________
                                       Karen R. Hunter, Incorporator

Dated:  July 27, 1994
   4
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              UHF INVESTMENTS, INC.

                                    * * * * *

                  UHF Investments, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

                               DOES HEREBY CERTIFY

FIRST:            That the Board of Directors of said corporation, by the
                  unanimous written consent of its members, filed with the
                  minutes of the Board, duly adopted a resolution proposing and
                  declaring advisable an amendment to the Certificate of
                  Incorporation of the Company, and directed that the amendment
                  be submitted to a vote of the sole shareholder.
                  The resolution setting forth the proposed amendment is as
                  follows:

                           "RESOLVED, that paragraph one of the Certificate of
                           Incorporation be amended in its entirety and restated
                           as follows:

                           FIRST: The name of the corporation is USA Station
                           Group, Inc."

SECOND:           That in lieu of a meeting and vote of stockholders, the sole
                  shareholder of the Company by unanimous written consent
                  adopted a resolution in favor of the amendment in accordance
                  with provisions of Section 228 of the General Corporation Law
                  of the State of Delaware.
   5
                                       5

THIRD:            That the aforesaid amendment was duly adopted in accordance
                  with the applicable provisions of Sections 242 and 228 of the
                  General Corporation Law of the State of Delaware.

FOURTH:           That this Certificate of Amendment of the Certificate of
                  Incorporation shall be effective upon filing with the office
                  of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, said UHF Investments, Inc. has caused this certificate to be
signed by H. Steven Holtzman, its Vice President and Secretary, this 6th day of
March, 1998.

                                       UHF Investments, Inc.

                                       By  /s/ H. Steven Holtzman
                                           ____________________________________
                                           H. Steven Holtzman
                                           Vice President/Secretary

EX-3.95

   1
                                                                    Exhibit 3.95

                                     BY-LAWS

                                       OF

                              UHF INVESTMENTS, INC.

                                    ARTICLE I

                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE. The registered office of the Corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

         SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other place, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  STOCKHOLDERS

         SECTION 1. PLACE OF MEETING. Meetings of stockholders may be held at
such place, either within or without the State of Delaware, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the Corporation.

         SECTION 2. ANNUAL MEETING. The annual meeting of the stockholders shall
be held following the end of the Corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual meeting, or at any adjournment thereof, the

   2

Board of Directors shall cause the election to be held at a meeting of the
stockholders as soon thereafter as is convenient.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of stockholders owning a majority in amount of the
shares of the Common Stock as of the date of such request.

         SECTION 4. NOTICE. Written notice stating the date, time and place of
the meeting, and in case of a special meeting, the purpose or purposes thereof,
shall be given to each stockholder entitled to vote threat not less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail,
facsimile or telegraph, addressed to each stockholder at his address as it
appears on the records of the Corporation. If mailed, such notice shall be
deemed to be delivered three (3) days after being deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be by facsimile, such
notice shall be deemed to be delivered when confirmation of receipt is received
by the sender. If notice be by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company.

         SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the adjourned meeting the Corporation may
transact any business that might have been transacted at the original meeting.

         SECTION 6. QUORUM. The holders of a majority of each class of the
shares of stock issued and outstanding and entitled to vote thereat, present in
person or represented by


                                       2
   3

proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. When a quorum is present at any meeting, the vote of the holders of a
majority of each class of the shares of stock having voting power present in
person or represented by proxy shall include any question brought before such
meeting, unless the question is one upon which by express provision of the
Delaware General Corporation Law or of the Certificate of Incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

         SECTION 7. VOTING. Each stockholder shall at every meeting of the
stockholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such stockholder, but no
proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
Corporation have been closed or a date has been fixed as a record date for the
determination of its stockholders entitled to vote, no share of stock shall be
voted at any election for directors which has been transferred on the books of
the Corporation within ten (10) days next preceding such election of directors.
No action requiring shareholder approval, including the election or removal of
directors, may occur without the affirmative vote of the holders of a majority
of the shares of each of the classes of shares then entitled to vote, voting as
separate classes. Election of directors need not be by written ballot.


                                       3
   4

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of stockholders, may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of such
action shall be given to those stockholders who have not so consented in writing
to such action without a meeting.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER AND TENURE. The business and affairs of the
Corporation shall be managed by a board of not less than one (1) director,
unless a different number shall be established by amendment to these By-Laws,
subject to the limitation established by the certificate of incorporation. Each
director shall serve for a term of one year from the date of his election and
until his successor is elected. Directors need not be stockholders.

         SECTION 2. RESIGNATION OF REMOVAL. Any director may at any time resign
by delivering to the Board of Directors his resignation in writing, to take
effect no later than ten days thereafter. Any director may at any time be
removed effective immediately, with or without cause, by the vote, either person
or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.


                                       4
   5

         SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by the vote of a majority of the remaining directors then in office, though less
than a quorum, the directors so chosen shall hold office until the next annual
election and until their respective successors are duly elected.

         SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually or from time to time at a date, time and place
set by the Chairman of the Board of Directors.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board of Directors or
any one (1) director. The person or persons calling a special meeting of the
Board of Directors may fix a place within or without the State of Delaware for
holding such meeting.

         SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail, facsimile or telegraph, addressed to each director at his address as
it appears on the records of the Corporation; provided, however, that written
notice of any regular meeting or a special meeting to be conducted by conference
telephone shall be given at least three (3) days prior thereto, either
personally, or by mail, facsimile or telegraph. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be by facsimile, such notice shall be
deemed to be delivered when confirmation of receipt is received by the sender.
If notice be by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company.


                                       5
   6

         SECTION 7. QUORUM. At all meetings of the Board of Directors, a
majority of the total number of directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum is not present at any meeting of the Board of Directors,
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present. A
director present at a meeting shall be counted in determining the presence of a
quorum, regardless of whether a contract or transaction between the Corporation
or such director or between the Corporation and any other corporation,
partnership, association, or other organization in which such director is a
director or officer or has a financial interest, is authorized or considered at
such meeting.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing and such written
consent is filed with the minutes of proceedings of the Board or committee.

         SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board of
Directors or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

         SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board of Directors, may designate one (1) or more
committees, each committee to consist of two (2) or more directors. The Board of
Directors may designate one (1)


                                       6
   7

or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in such resolution, shall
have and may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority to amend the Certificate of
Incorporation, to adopt an agreement of merger or consolidation, to recommend to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, to recommend to the stockholders a
dissolution, to amend the By-Laws of the Corporation, to declare a dividend, or
to authorize the issuance of stock.

         SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a state salary as director. No such payment shall preclude any director form
serving the Corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. NUMBER AND SALARIES. The officers of the Corporation shall
consist of a Chairman of the Board of Directors, a President, one (1) or more
vice


                                       7
   8

Presidents (the number thereof to be determined by the Board of Directors), a
Secretary, a Treasurer, and such other officers and assistant officers and
agents as may be deemed necessary by the Board of directors. Any three (3) or
more offices may be held by the same person.

         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the board of Directors at the first meeting of the Board of
Directors following the stockholders' annual meeting, and shall serve for a term
of one (1) year and until successors are elected by the Board of Directors. Any
officer appointed by the Board of Directors may be removed, with or without
cause, at any time by the Board of Directors. An officer may resign at any time
upon written notice to the Corporation. Each officer shall hold his office until
his or her successor is appointed or until his or her earlier resignation,
removal from office, or death.

         SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number; the Chairman shall preside at all meetings of the stockholders and of
the Board of Directors and shall be the chief executive officer of the
Corporation and shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect; the Chairman shall be a member of all
Committees, except the Audit Committee (if one is created); the Chairman may
remove and replace, in his sole discretion, the officers of the Corporation; the
Chairman shall be empowered to sign all certificates, contracts and other
instruments of the Corporation, and to do all acts that are authorized by the
Board of Directors, and shall, in general, have such other duties and
responsibilities as are assigned by the Board of Directors; PROVIDED, HOWEVER,
that


                                       8
   9

nothing herein contained shall be construed to mean that the Board of Directors
is required to elect a Chairman.

         SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, the
President shall be the chief operating officer of the Company; in the absence of
a Chairman, the President shall preside at all meetings of the stockholders and
the Board of Directors; the President shall have general and active supervision
of the business of the Corporation subject to the direction of the chairman;
shall sign or countersign all certificates, contracts and other instruments of
the Corporation, and to do all acts which are authorized by the Board of
Directors or directed by the Chairman or as are incident to the office of the
president of a corporation.

         SECTION 5. THE VICE PRESIDENTS. In the absence of the President or in
the event of his inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as from time to
time may be assigned to him or her by the Board of Directors.

         SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the stockholders and the Board of Directors; the Secretary shall
give, or cause to be given, all notices in accordance with the provisions of
these By-Laws or as required by law, shall be custodian of the corporate records
and of the seal of the Corporation, and, in general, shall perform such other
duties as may from time to time be assigned by the Chairman or by the Board of
Directors. The Secretary shall have general charge of the stock transfer books
of the Corporation and shall keep at the registered office or principal place of
business of the


                                       9
   10

Corporation a record of the stockholders of the corporation, giving the names
and addresses of all such stockholders (which addresses shall be furnished to
the Secretary by such stockholders) and the number and class of the shares held
by each.

         SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the Corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the Chairman or by the
Board of Directors.

         SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary, perform his functions.

         SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.

                                    ARTICLE V

                              CERTIFICATES OF STOCK

         SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by or in the name of
the Corporation by


                                       10
   11

the Chairman or President (or Vice President) and the Secretary or Treasurer (or
an Assistant Secretary) of the Corporation, certifying the number of shares
owned by the stockholder in the Corporation.

         SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the Corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate(s) alleged to have been lost or destroyed.


                                       11
   12

         SECTION 4. TRANSFER OF STOCK. Upon surrender to the Corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
Corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon it books.

         SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the Corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of stockholders, or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or
conversation or exchange of capital stock shall go into effect or for a period
of not more than sixty (60) nor less than ten (10) days in connection with
obtaining the consent of stockholders for any purpose. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date of not
more than sixty (60) nor less than ten (10) days preceding the date of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange of capital stock, or to give such consent. In
such case and notwithstanding any transfer of any stock on the books of the
Corporation after any such record date, such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such


                                       12
   13

rights, or to give such consent, as the case may be notwithstanding any transfer
of any stock on the books of the Corporation after any such record date fixed as
aforesaid.

         SECTION 6. REGISTERED STOCKHOLDERS. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by the laws of the State of Delaware, the Corporation shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person whether or not it shall have express or
other notice thereof.

                                   ARTICLE VI

                      CONTRACT, LOANS, CHECKS, AND DEPOSITS

         SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the Chairman, President, or any Vice President,
Treasurer or Assistant Treasurer, and the Secretary, or any Assistant Treasurer,
and the Secretary, or any Assistant Secretary, may execute the same in the name
of and on behalf of the Corporation and may affix the corporate seal thereto.

         SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.

         SECTION 3. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.


                                       13
   14

         SECTION 4. ACCOUNTS. Bank accounts of the Corporation shall be opened,
and deposits made thereto, by such officers or other persons as the Board of
Directors may from time to time designate.

                                   ARTICLE VII

                                    DIVIDENDS

         SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any,
of the Certificate of Incorporation, dividends upon the capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the Corporation's capital stock.

         SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interests of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

                                  ARTICLE VIII

                                     FISCAL

         The fiscal year of the Corporation shall be established by the Board of
Directors.

                                   ARTICLE IX

                                WAIVER OF NOTICE

         Whenever any notice whatever is required to be given by law, the
Certificate of Incorporation or these By-Laws, a written waiver thereof, signed
by the person or persons


                                       14
   15

entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting.

                                    ARTICLE X

                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE XI

                                   AMENDMENTS

         Except as expressly provided otherwise by the Delaware General
Corporation Law, the Certificate of Incorporation, or other provisions of these
By-Laws, these By-Laws may be altered, amended or repealed and new By-laws
adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of 60% all directors; provided, however, that at least ten (10)
days advance written notice of the meeting is given to the directors, describing
the proposed amendment or alteration of these By-Laws.


                                       15

EX-3.96

   1
                                                                    Exhibit 3.96

                          CERTIFICATE OF INCORPORATION
                                       OF
                         SILVER KING PRODUCTIONS, INC.

          I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby execute this Certificate of Incorporation and do hereby certify as
follows:

                                   ARTICLE I

          The name of the corporation (which is hereinafter referred to as the
"Corporation") is:

                         SILVER KING PRODUCTIONS, INC.

                                   ARTICLE II

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

                                  ARTICLE III

          The purpose of the Corporation shall be to engage in any lawful act or
activity for which corporations may be organized and incorporated under the
General Corporation Law of the State of Delaware.
   2
                                   ARTICLE IV

     Section 1. The Corporation shall be authorized to issue 1000 shares of 
capital stock, of which 1000 shares shall be shares of Common Stock, $.01 par 
value ("Common Stock").

     Section 2. Except as otherwise provided by law, the Common Stock shall 
have the exclusive right to vote for the election of directors and for all 
other purposes. Each share of Common Stock shall have one vote, and the Common 
Stock shall vote together as a single class.

                                   ARTICLE V

     Unless and except to the extent that the By-Laws of the Corporation shall 
so require, the election of directors of the Corporation need not be by written 
ballot.

                                   ARTICLE VI

     In furtherance and not in limitation of the powers conferred by law, the 
Board of Directors of the Corporation (the "Board") is expressly authorized and 
empowered to make, alter and repeal the By-Laws of the Corporation by a 
majority vote at any regular or special meeting of the Board or by written 
consent, subject to the power of the stockholders of the Corporation to alter 
or repeal any By-Laws made by the Board.

                                  ARTICLE VII

     The Corporation reserves the right at any time from time to time to amend, 
alter, change or repeal any provision contained in this Certificate of 
Incorporation, and any other provisions authorized by the laws of the State of 
Delaware at the time in force may be added or inserted, in the manner now or 
hereafter prescribed by law; and all rights, preferences and privileges of 
whatsoever nature conferred upon stockholders, directors or any other persons 

                                       2
   3
whomsoever by and pursuant to this Certificate of Incorporation in its present 
form or as hereafter amended are granted subject to the right reserved in this 
Article.

                                  ARTICLE VIII

     Section 1. Elimination of Certain Liability of Directors. A director of 
the Corporation shall not be personally liable to the Corporation or its 
stockholders for monetary damages for breach of fiduciary duty as a director, 
except for liability (i) for any breach of the director's duty of loyalty to 
the Corporation or its stockholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing violation of law, 
(iii) under Section 174 of the General Corporation Law of the State of 
Delaware, or (iv) for any transaction from which the director derived an 
improper personal benefit.

     Section 2. Indemnification and Insurance.

     (a) Right to Indemnification. Each person who was or is made a party or is 
threatened to be made a party to or is involved in any action, suit or 
proceeding, whether civil, criminal, administrative or investigative 
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person 
of whom he or she is the legal representative, is or was a director or officer 
of the Corporation or is or was serving at the request of the Corporation as a 
director, officer, employee or agent of another corporation or of a 
partnership, joint venture, trust or other enterprise, including service with 
respect to employee benefit plans, whether the basis of such proceeding is 
alleged action in an official capacity as a director, officer, employee or 
agent or in any other capacity while serving as a director, officer, employee 
or agent, shall be indemnified and held harmless by the Corporation to the 
fullest extent authorized by the General Corporation Law of the State of 
Delaware, as the same exists or may hereafter be amended (but, in the case of 
any such amendment, only to the extent that such amendment permits the 
Corporation to provide

                                       3
   4
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, amounts paid or to be paid in
settlement, and excise taxes or penalties arising under the Employee Retirement
Income Security Act of 1974) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in paragraph (b) hereof, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board. The right to indemnification
conferred in this Section shall be a contract right and shall include the right
to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that, if the
General Corporation Law of the State of Delaware requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of the Board, provide indemnification to employees
and agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.


                                       4
   5
     (b)  Right of Claimant to Bring Suit.  If a claim under paragraph (a) of
this Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the Corporation (including its Board, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

     (c)  Non-Exclusivity of Rights.  The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, By-law, agreement, vote to stockholders or
disinterested directors or otherwise.



                                       5
   6
          (d) Insurance. The Corporation may maintain insurance, at its 
expense, to protect itself and any director, officer, employee or agent of the 
Corporation or another corporation, partnership, joint venture, trust or other 
enterprise against any such expense, liability of loss, whether or not the 
Corporation would have the power to indemnify such person against such expense, 
liability or loss under the General Corporation Law of the State of Delaware.

                                   ARTICLE IX

          The name and mailing address of the incorporator is Elizabeth A. 
Waters, Esq. c/o HSN, Inc. P.O. Box 9090, Clearwater, FL 34618-9090.

          IN WITNESS WHEREOF, I, the undersigned, being the incorporator 
hereinbefore named, do hereby further certify that the facts hereinabove stated 
are truly set forth and, accordingly, I have hereunto set my hand this 18th day 
of July, 1997.


                                                 /s/ Elizabeth A. Waters
                                                 ________________________
                                                 Elizabeth A. Waters
                                                 Incorporator



                                       6
   7
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                         SILVER KING PRODUCTIONS, INC.

                                     *****

     Silver King Productions, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

                              DOES HEREBY CERTIFY:

FIRST:    That the Board of Directors of said corporation, by the unanimous
          written consent of its members, filed with the minutes of the Board,
          duly adopted a resolution proposing and declaring advisable an
          amendment to the Certificate of Incorporation of the Company, and
          directed that the amendment be submitted to a vote of the sole
          shareholder. The resolution setting forth the proposed amendment is as
          follows:

               "RESOLVED, that paragraph one of the Certificate of
               Incorporation be amended in its entirety and restated as follows:

               FIRST: The name of the corporation is USA Broadcasting 
                      Productions, Inc."

SECOND:   That in lieu of a meeting and vote of stockholders, the sole
          shareholder of the Company by unanimous written consent adopted a
          resolution in favor of the amendment in accordance with the provisions
          of Section 228 of the General Corporation Law of the State of
          Delaware.
   8
THIRD:    That the aforesaid amendment was duly adopted in accordance with the
          applicable provisions of Section 242 of the General Corporation Law of
          the State of Delaware.

FOURTH:   That this Certificate of Amendment of the Certificate of Incorporation
          shall be effective upon filing with the office of the Secretary of
          State of the State of Delaware.

IN WITNESS HEREOF, said Silver King Productions, Inc. has caused this 
certificate to be signed by H. Steven Holtzman, its Secretary, this 20th day of 
February, 1998.

                                   Silver King Productions, Inc.


                                   By:  /s/ Steven Holtzman
                                        ________________________
                                        H. Steven Holtzman
                                        Secretary


                                       2

EX-3.97

   1
                                                                    Exhibit 3.97

                                     BY-LAWS


                                       of

                          SILVER KING PRODUCTIONS, INC.

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE -- The registered office of SILVER KING
PRODUCTIONS, INC. (the "Corporation") shall be established and maintained at the
office of The Corporation Trust Company at The Corporation Trust Center, 1209
Orange Street in the City of Wilmington, County of New Castle, State of
Delaware, and said Corporation Trust Company shall be the registered agent of
the Corporation in charge thereof.

      SECTION 2. OTHER OFFICES -- The Corporation may have other offices, either
within or without the State of Delaware, at such place or places as the Board of
Directors may from time to time select or the business of the Corporation may
require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      SECTION 1. ANNUAL MEETINGS -- Annual meetings of stockholders for the
election of directors, and for such other business as may be stated in the
notice of the meeting, shall be held at such place, either within or without the
State of Delaware, and at such time and date as the Board of Directors, by
resolution, shall determine and as set forth in the notice of the meeting. If
the Board of Directors fails so to determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the registered
office of the Corporation on the first Tuesday in April. If the date of the
annual meeting shall fall upon a legal holiday, the meeting shall be held on the
next succeeding business day. At each annual meeting, the stockholders entitled
to vote shall elect a Board of Directors and they may transact such other
corporate business as shall be stated in the notice of the meeting.

      SECTION 2.    SPECIAL MEETINGS. -- Special meetings of the stockholders
for any purpose or purposes may be called by the Chairman of the Board, the
President or the Secretary, or by resolution of the Board of Directors.

      SECTION 3. VOTING -- Each stockholder entitled to vote in accordance with
the terms of the Certificate of Incorporation of the Corporation and these
By-laws may vote in person or by proxy, but no proxy shall be voted after three
years from its date unless such proxy provides for a longer period. All
elections for directors shall be decided by plurality vote; all

   2

other questions shall be decided by majority vote except as otherwise provided
by the Certificate of Incorporation or the laws of the State of Delaware.

      A complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, with the address of each, and the number of
shares held by each, shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is entitled to be present.

      SECTION 4. QUORUM -- Except as otherwise required by law, by the
Certificate of Incorporation of the Corporation or by these By-laws, the
presence, in person or by proxy, of stockholders holding shares constituting a
majority of the voting power of the Corporation shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat,
present in person or by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted that might have been transacted
at the meeting as originally noticed; but only those stockholders entitled to
vote at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.

      SECTION 5. NOTICE OF MEETINGS -- Written notice, stating the place, date
and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat, at his
or her address as it appears on the records of the Corporation, not less than
ten nor more than sixty days before the date of the meeting. No business other
than that stated in the notice shall be transacted at any meeting without the
unanimous consent of all the stockholders entitled to vote thereat.

      SECTION 6. ACTION WITHOUT MEETING -- Unless otherwise provided by the
Certificate of Incorporation of the Corporation, any action required or
permitted to be taken at any annual or special meeting of stockholders may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

   3

                                   ARTICLE III

                                    DIRECTORS

      SECTION 1. NUMBER AND TERM -- The business and affairs of the Corporation
shall be managed under the direction of a Board of Directors which shall consist
of not less than two persons. The exact number of directors shall initially be
two and may thereafter be fixed from time to time by the Board of Directors.
Directors shall be elected at the annual meeting of stockholders and each
director shall be elected to serve until his or her successor shall be elected
and shall qualify. A director need not be a stockholder.

      SECTION 2.    RESIGNATIONS. -- Any director may resign at any time.
Such resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the Chairman of the Board, the President or the Secretary.  The acceptance of
a resignation shall not be necessary to make it effective.

      SECTION 3. VACANCIES. -- If the office of any director becomes vacant, the
remaining directors in the office, though less than a quorum, by a majority
vote, may appoint any qualified person to fill such vacancy, who shall hold
office for the unexpired term and until his or her successor shall be duly
chosen. If the office of any director becomes vacant and there are no remaining
directors, the stockholders, by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation, at a special
meeting called for such purpose, may appoint any qualified person to fill such
vacancy.

      SECTION 4. REMOVAL. -- Except as hereinafter provided, any director or
directors may be removed either for or without cause at any time by the
affirmative vote of the holders of a majority of the voting power entitled to
vote for the election of directors, at an annual meeting or a special meeting
called for the purpose, and the vacancy thus created may be filled, at such
meeting, by the affirmative vote of holders of shares constituting a majority of
the voting power of the Corporation.

      SECTION 5. COMMITTEES -- The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate one
or more committees, each committee to consist of one or more directors of the
Corporation.

      Any such committee, to the extent provided in the resolution of the Board
of Directors, or in these By-laws, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.

      SECTION 6. MEETINGS. -- The newly elected directors may hold their first
meeting for the purpose of organization and the transaction of business; if a
quorum be present, immediately after the annual meeting of stockholders; or the
time and place of such meeting may be fixed by consent of all Directors.

   4

      Regular meetings of the Board of Directors may be held without notice at
such places and times as shall be determined from time to time by resolution of
the Board of Directors.

      Special meetings of the Board of Directors may be called by the Chairman
of the Board or the President, or by the Secretary on the written request of any
director, on at least one day's notice to each director (except that notice to
any director may be waived in writing by such director) and shall be held at
such place or places as may be determined by the Board of Directors, or as shall
be stated in the call of the meeting.

      Unless otherwise restricted by the Certificate of Incorporation of the
Corporation or these By-laws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in any meeting
of the Board of Directors or any committee thereof by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

      SECTION 7. QUORUM. -- A majority of the Directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum is obtained, and no
further notice thereof need be given other than by announcement at the meeting
which shall be so adjourned. The vote of the majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors unless the Certificate of Incorporation of the Corporation or these
By-laws shall require the vote of a greater number.

      SECTION 8. COMPENSATION. -- Directors shall not receive any stated salary
for their services as directors or as members of committees, but by resolution
of the Board of Directors a fixed fee and expenses of attendance may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.

      SECTION 9. ACTION WITHOUT MEETING -- Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or such committee.


                                   ARTICLE IV

                                    OFFICERS

      SECTION 1. OFFICERS -- The officers of the Corporation shall be a Chairman
of the Board, a President, one or more Vice Presidents, a Treasurer and a
Secretary, all of whom shall be elected by the Board of Directors and shall hold
office until their successors are duly elected

   5

and qualified. In addition, the Board of Directors may elect such Assistant
Secretaries and Assistant Treasurers as they may deem proper. The Board of
Directors may appoint such other officers and agents as it may deem advisable,
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.

      SECTION 2. CHAIRMAN OF THE BOARD -- The Chairman of the Board shall be the
Chief Executive Officer of the Corporation. He or she shall preside at all
meetings of the Board of Directors and shall have and perform such other duties
as may be assigned to him or her by the Board of Directors. The Chairman of the
Board shall have the power to execute bonds, mortgages and other contracts on
behalf of the Corporation, and to cause the seal of the Corporation to be
affixed to any instrument requiring it, and when so affixed the seal shall be
attested to by the signature of the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer.

      SECTION 3. PRESIDENT -- The President shall be the Chief Operating Officer
of the Corporation. He or she shall have the general powers and duties of
supervision and management usually vested in the office of President of a
corporation. The President shall have the power to execute bonds, mortgages and
other contracts on behalf of the Corporation, and to cause the seal to be
affixed to any instrument requiring it, and when so affixed the seal shall be
attested to by the signature of the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer.

      SECTION 4. VICE PRESIDENTS -- Each Vice President shall have such powers
and shall perform such duties as shall be assigned to him or her by the Board of
Directors.

      SECTION 5. TREASURER -- The Treasurer shall be the Chief Financial Officer
of the Corporation. He or she shall have the custody of the Corporate funds and
securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the Corporation. He or she shall deposit all
moneys and other valuables in the name and to the credit of the Corporation in
such depositaries as may be designated by the Board of Directors. He or she
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, the Chairman of the Board, or the President, taking proper vouchers
for such disbursements. He or she shall render to the Chairman of the Board, the
President and Board of Directors at the regular meetings of the Board of
Directors, or whenever they may request it, an account of all his or her
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, he or she shall give the Corporation a bond
for the faithful discharge of his or her duties in such amount and with such
surety as the Board of Directors shall prescribe.

      SECTION 6. SECRETARY -- The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and of the Board of Directors and all
other notices required by law or by these By-laws, and in case of his or her
absence or refusal or neglect so to do, any such notice may be given by any
person thereunto directed by the Chairman of the Board or the President, or by
the Board of Directors, upon whose request the meeting is called as provided in
these By-laws. He or she shall record all the proceedings of the meetings of the
Board of

   6

Directors, any committees thereof and the stockholders of the Corporation in a
book to be kept for that purpose, and shall perform such other duties as may be
assigned to him or her by the Board of Directors, the Chairman of the Board or
the President. He or she shall have the custody of the seal of the Corporation
and shall affix the same to all instruments requiring it, when authorized by the
Board of Directors, the Chairman of the Board or the President, and attest to
the same.

      SECTION 7. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES -- Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the Board of Directors.


                                    ARTICLE V

                                  MISCELLANEOUS

      SECTION 1. CERTIFICATES OF STOCK -- A certificate of stock shall be issued
to each stockholder certifying the number of shares owned by such stockholder in
the Corporation. Certificates of stock of the Corporation shall be of such form
and device as the Board of Directors may from time to time determine.

      SECTION 2. LOST CERTIFICATES -- A new certificate of stock may be issued
in the place of any certificate theretofore issued by the Corporation, alleged
to have been lost or destroyed, and the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or such
owner's legal representatives, to give the Corporation a bond, in such sum as
they may direct, not exceeding double the value of the stock, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of any such certificate, or the issuance of any such new
certificate.

      SECTION 3. TRANSFER OF SHARES -- The shares of stock of the Corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the Corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers, or
to such other person as the Board of Directors may designate, by whom they shall
be cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.

      SECTION 4. STOCKHOLDERS RECORD DATE -- In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted

   7

by the Board of Directors and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by law, not be more than
sixty nor less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (3) in the case of any other action, shall not be more than sixty
days prior to such other action. If no record date is fixed: (1) the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first day on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

      SECTION 5. DIVIDENDS -- Subject to the provisions of the Certificate of
Incorporation of the Corporation, the Board of Directors may, out of funds
legally available therefor at any regular or special meeting, declare dividends
upon stock of the Corporation as and when they deem appropriate. Before
declaring any dividend, there may be set apart out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time in their discretion deem proper for working capital or as a
reserve fund to meet contingencies or for equalizing dividends or for such other
purposes as the Board of Directors shall deem conducive to the interests of the
Corporation.

      SECTION 6. SEAL -- The corporate seal of the Corporation shall be in such
form as shall be determined by resolution of the Board of Directors. Said seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise imprinted upon the subject document or paper.

      SECTION 7. FISCAL YEAR -- The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

      SECTION 8. CHECKS -- All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, or agent or agents, of
the Corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

   8

      SECTION 9. NOTICE AND WAIVER OF NOTICE -- Whenever any notice is required
to be given under these By-laws, personal notice is not required unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the United States mail, postage prepaid,
addressed to the person entitled thereto at his or her address as it appears on
the records of the Corporation, and such notice shall be deemed to have been
given on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by law.
Whenever any notice is required to be given under the provisions of any law, or
under the provisions of the Certificate of Incorporation of the Corporation or
of these By-laws, a waiver thereof, in writing and signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to such required notice.


                                   ARTICLE VI

                                   AMENDMENTS

     These By-laws may be altered, amended or repealed at any annual meeting of
the stockholders (or at any special meeting thereof if notice of such proposed
alteration, amendment or repeal to be considered is contained in the notice of
such special meeting) by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation. Except as
otherwise provided in the Certificate of Incorporation of the Corporation, the
Board of Directors may by majority vote of those present at any meeting at which
a quorum is present alter, amend or repeal these By-laws, or enact such other
By-laws as in their judgment may be advisable for the regulation and conduct of
the affairs of the Corporation.

EX-3.98

   1
                                                                    Exhibit 3.98

                            ARTICLES OF INCORPORATION

                                       OF

                         SILVER KING STATION PRODUCTIONS

                                 OF MIAMI, INC.

         The undersigned, for the purpose of forming a corporation under the
Florida Business Corporation Act, hereby adopts the following Articles of
Incorporation:

                                    ARTICLE I

         The name of the corporation (hereinafter referred to as the
"Corporation") that satisfies the requirements of Section 607.0401, Florida
Statutes, shall be:

                 SILVER KING STATION PRODUCTIONS OF MIAMI, INC.

                                   ARTICLE II

         The principal place of business and mailing address of this corporation
         shall be:

         Principal Place of Business:            Mailing Address:

         605 Lincoln Road                        1 HSN Drive
         Miami Beach, FL 33139                   St. Petersburg, Florida 33729

                                   ARTICLE III

         Section.1. Shares. The aggregate number of shares which the corporation
is authorized to issue is 1,000 shares of capital stock, of which 1000 shares
shall be shares of Common Stock, $.01 par value ("Common Stock").

         Section.2. Voting. Except as other wise provided by law, the Common
Stock shall have the exclusive right to vote for the election of directors and
for all other 
   2
purposes. Each share of Common Stock shall have one vote, and the Common Stock
shall vote together as a single class.

                                   ARTICLE IV

         The name and Florida street address of the initial registered agent
are: CT Corporation System, 1200 South Pine Island road, City of Plantation,
Florida 33324. Having been names as registered agent and to accept service of
process for the above stated Corporation at the place designated in this
certificate, I hereby accept the appointment as registered agent and agree to
act in this capacity. I further agree to comply with the provisions of all
statutes relating to the proper and complete performance of my duties, and I am
familiar with and accept the obligations of my position as registered agent. 
CT Corporation System

           By: /s/ Connie Bryan                 Date:     10/23/97
              __________________                    ______________________

           Title of Officer: Special Assistant Secretary

                                    ARTICLE V

         Unless and except to the extent that the By-Laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.

                                   ARTICLE VI

         In furtherance and not in limitation of the powers conferred by law,
the Board of Directors of the Corporation (the "Board") is expressly authorized
and empowered to make alter and repeal the By-Laws of the Corporation by a
majority vote at any regular or special meeting of the Board or by written
consent, subject to the power of the shareholders of the Corporation to alter or
repeal any By-Laws made by the Board.

                                   ARTICLE VII
   3
         The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any other provisions authorized by the laws of
the State of Florida at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.

                                  ARTICLE VIII

         Section 1. Elimination of Certain Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty except as
otherwise provided under Section 607.0831, Florida Statutes, as it may be
amended from time to time.

         Section 2.        Indemnification and Insurance.

(a) Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless 
   4
by the Corporation to the fullest extent authorized by the Florida Business
Corporations Act, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, amounts paid or
to be paid in settlement, and excise taxes or penalties arising under the
Employee Retirement Income Security Act of 1974) reasonably incurred or suffered
by such person in connection therewith and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators.

         (b) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, By-law, agreement, vote of stockholders or
disinterested directors or otherwise.

         (c) Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the laws of the State of Florida.
   5
                                   ARTICLE IX

         The name and mailing address of the incorporator is H. Steven Holtzman,
Esq., 1 HSN Drive, St. Petersburg, FL 33729.

                                            /s/  H. Steven Holtzman
                                            ________________________________
                                            H. Steven Holtzman, Incorporator

                                            October 22, 1997
                                            ________________________________
                                            Date
   6
                              ARTICLES OF AMENDMENT

                                       OF

                 SILVER KING STATION PRODUCTIONS OF MIAMI, INC.

         Pursuant to section 607.1006 of the Florida Business Corporation Act,
the undersigned corporation adopts these Articles of Amendment.

FIRST:            The name of the corporation is Silver King Station
                  Productions, of Miami, Inc.

SECOND:           The Articles of Incorporation of this corporation are amended
                  by changing the Article I so that, as amended, said article
                  shall read as follows:

                                   "ARTICLE I

                  The name of the corporation (hereinafter referred to as the
                  "Corporation") that satisfies the requirements of Section
                  607.0401, Florida Statutes, shall be:

               MIAMI, USA BROADCASTING STATION PRODUCTIONS, INC."

THIRD:            The amendment to the Articles of Incorporation of the
                  corporation set forth above was adopted on February 23, 1998.

FOURTH:           The amendment was adopted by the Board of Directors and sole
                  shareholder on February 23, 1998.


Executed on February 23, 1998.

                                            /s/  H. Steven Holtzman
                                            _______________________________
                                            H. Steven Holtzman, Incorporator
                                            Assistant Secretary

EX-3.99

   1
                                                                    Exhibit 3.99
                                   BY-LAWS OF

                         SILVER KING STATION PRODUCTIONS

                                 OF MIAMI, INC.

                                    ARTICLE I

                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation
shall be located in the City of Plantation, State of Florida.

         SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Florida, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at
such place, either within or without the State of Florida, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

         SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall
be held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a meeting of the shareholders
as soon thereafter as is convenient.
   2
         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of shareholders owning a majority in amount of the
shares of the common stock as of the date of such request.

         SECTION 4. NOTICE. Written notice stating the date, time, and place of
the meeting, and in case of a special meeting the purpose or purposes thereof,
shall be given to each shareholder entitled to vote thereat not less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail
or telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

         SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the adjourned meeting, the corporation
may transact any business that might have been transacted at the original
meeting.

         SECTION 6. QUORUM. The holders of a majority of each class of the
shares of stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by 
   3
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or
represented. If at such adjourned meeting, a quorum is present or represented,
any business may be transacted that might have been transacted at the meeting as
originally notified. When a quorum is present at any meeting, the vote of the
holders of a majority of each class of the shares of stock having voting power
present in person or represented by proxy shall decide any questions brought
before such meeting, unless the question is one upon which by express provision
of the Florida Business Corporation Act or of the certificate of incorporation a
different vote is required in which case such express provision shall govern and
control decision of such question.

         SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such shareholder, but no
proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock shall be
voted at any election for directors which has been transferred on the books of
the corporation within ten (10) days next preceding such election of directors.
No corporate action requiring shareholder approval, including the election or
removal of directors, may occur without the affirmative vote of the holders of a
majority of the shares of each of the classes of shares then entitled to vote,
voting as separate classes. Election of directors need not be by written ballot.
   4
         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of such
action shall be given to those shareholders who have not so consented in writing
to such action without a meeting.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER AND TENURE. The business and affairs of the
corporation shall be managed by a board of one or more members, the number
thereof to be determined from time to time by resolution of the shareholders.
Each director shall serve for a term of one year from the date of his election
and until his successor is elected. Directors need not be shareholders.

         SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign
by delivering to the Board of Directors his resignation in writing, to take
effect no later than ten (10) days thereafter. Any director may at any time be
removed effective immediately, with or without cause, by the vote, either in
person or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.
   5
         SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the shares of stock issued and outstanding and entitled to vote
at a special meeting held for such purpose or by the written consent of a
majority of the shares of stock issued and outstanding. The directors so chosen
shall hold office until the next annual election and until their respective
successors are duly elected.

         SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually at a date, time, and place set by the Board of
Directors.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The Directors
calling the meeting may fix a place within or without the State of Florida for
holding any special meeting of the Board of Directors.

         SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.

         SECTION 7. QUORUM. At all meetings of the Board of Directors a majority
of the total number of directors shall constitute a quorum for the transaction
of business and 
   6
the act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors. If a quorum is not present
at any meeting of the Board of Directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. A director present at a meeting shall
be counted in determining the presence of a quorum, regardless of whether a
contract or transaction between the corporation and such director or between the
corporation and any other corporation, partnership, association, or other
organization in which such director is a director or officer or has a financial
interest, is authorized or considered at such meeting.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or such committee, as
the case may be, consent thereto in writing and such written consent is filed
with the minutes of the Board or committee.

         SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

         SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board, may designate one (1) or more committees,
each committee to consist of two (2) or more directors. The Board may designate
one (1) or more directors as alternate members of any committee, who may replace
any absent or 
   7
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in such resolution, shall
have and may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which any require it, except
that no committee shall have the power or authority to amend the certificate of
incorporation, to adopt an agreement of merger or consolidation, to recommend to
the shareholders the sale, lease, or exchange of all or substantially all of the
corporation's property and assets, to recommend to the shareholders a
dissolution, to amend the bylaws of the corporation, to declare a dividend, or
to authorize the issuance of stock.

         SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President one (1) or more Vice Presidents (the number thereof to be
   8
determined by the Board of Directors), a Secretary, a Treasurer, and such other
officers and assistant officers and agents as may be deemed necessary by the
Board of Directors. Any three (3) or more offices may be held by the same
person.

         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any officer
appointed by the Board may be removed, with or without cause, at any time by the
Board. An officer may resign at any time upon written notice to the corporation.
Each officer shall hold his office until his or her successor is appointed or
until his or her earlier resignation, removal from office, or death.

         SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors form their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other by the Board of Directors. The Chairman shall be a member of all
committees of the Board of Directors, except the Audit Committee (if one is
created). The Chairman shall be empowered to sign all certificates, contracts,
and other instruments of the corporation and to do all acts which are authorized
by the Board of Directors and shall in general, have such other duties and
responsibilities as are assigned by the Board of Directors; PROVIDED, 
   9
HOWEVER, that nothing herein contained shall be construed to mean that the Board
of Directors is required to elect a Chairman.

         SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors.

         SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as may from time
to time be assigned by the Board of Directors.
   10
         SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these By-Laws or
as required by law, shall be custodian of the corporate records and of the seal
of the corporation, and in general shall perform such other duties as may from
time to time be assigned by the Board of Directors. The Secretary shall have
general charge of the stock transfer books of the corporation and shall keep at
the registered office or principal place of business of the corporation a record
of the shareholders of the corporation, giving the names and addresses of all
such shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.

         SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and
disbursements in books belonging to the corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the corporation, in
such depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as may from time to time be assigned by the Board of Directors.

         SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.
   11
         SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.


                                    ARTICLE V

                              CERTIFICATES OF STOCK

         SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the President (or a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.

         SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have 
   12
been lost or destroyed, upon its receipt of an affidavit of that fact by the
person claiming the certificate(s) of stock to be lost or destroyed. When
authorizing such issue of a new certificate(s), the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost destroyed certificate(s), or his or her legal representative,
to advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate(s)
alleged to have been lost or destroyed.

         SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

         SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of shareholders or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or for a period of not more
than sixty (60) nor less than ten (10) days preceding the date of any dividend,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the shareholders entitled to notice of, and to vote at, any such meeting, and
any adjournment 
   13
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any change,
conversion or exchange of capital stock, or to give such consent. In such case
and notwithstanding any transfer of any stock on the books of the corporation
after any such record date, such shareholders and only such shareholders as
shall be shareholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be.

         SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by law, the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.

                                   ARTICLE VI

                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the Chairman, President, or any Vice President,
Treasurer or any Assistant Treasurer, and the Secretary or any Assistant
Secretary, may execute the same in the name of and on behalf of the corporation
and may affix the corporate seal thereto.
   14
         SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.

         SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   ARTICLE VII

                                    DIVIDENDS

         SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any,
of the certificate of incorporation, dividends on the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

         SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors determine to be in the best interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                  ARTICLE VIII

                                   FISCAL YEAR
   15
         The fiscal year of the corporation shall be established by the Board of
Directors.

                                   ARTICLE IX

                                WAIVER OF NOTICE

         Whenever any notice is required to be given by law or under the
certificate of incorporation or these By-Laws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.

                                    ARTICLE X

                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Florida." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE XI

                                   AMENDMENTS

         These By-Laws may be altered, amended, or repealed and new By-Laws
adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of a majority of all directors; provided, however, that at
least ten (10) days advance written notice of the meeting is given to the
directors, describing the proposed amendment or alteration of these By-Laws.

EX-3.100

   1
                                                                   Exhibit 3.100
                            ARTICLES OF INCORPORATION

                                       OF

                           SK MIAMI PRODUCTIONS, INC.

         The undersigned, for the purpose of forming a corporation under the
Florida Business Corporation Act, hereby adopts the following Articles of
Incorporation:

                                    ARTICLE I

         The name of the corporation (hereinafter referred to as the
"Corporation") that satisfies the requirements of Section 607.0401, Florida
Statutes, shall be:

                           SK MIAMI PRODUCTIONS, INC.

                                   ARTICLE II

         The principal place of business and mailing address of this corporation
shall be:

         Principal Place of Business:            Mailing Address:

         605 Lincoln Road                        1 HSN Drive
         Miami Beach, FL 33139                   St. Petersburg, Florida 33729

                                   ARTICLE III

         Section.1. Shares. The aggregate number of shares which the corporation
is authorized to issue is 1,000 shares of capital stock, of which 1000 shares
shall be shares of Common Stock, $.01 par value ("Common Stock").

         Section.2. Voting. Except as otherwise provided by law, the Common
Stock shall have the exclusive right to vote for the election of directors and
for all other
   2
purposes. Each share of Common Stock shall have one vote, and the Common Stock
shall vote together as a single class.

                                   ARTICLE IV

         The name and Florida street address of the initial registered agent
are: CT Corporation System, 1200 South Pine Island Road, City of Plantation,
Florida 33324. Having been named as registered agent and to accept service of
process for the above stated Corporation at the place designated in this
certificate, I hereby accept the appointment as registered agent and agree to
act in this capacity. I further agree to comply with the provisions of all
statutes relating to the proper and complete performance of my duties, and I am
familiar with and accept the obligations of my position as registered agent.
CT Corporation System

                By:  /s/ Connie Bryan                   Date:     10/23/97
                     _____________________________             _____________
                     Connie Bryan
  Title of Officer:  Special Assistant Secretary

                                    ARTICLE V

         Unless and except to the extent that the By-Laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.

                                   ARTICLE VI

         In furtherance and not in limitation of the powers conferred by law,
the Board of Directors of the Corporation (the "Board") is expressly authorized
and empowered to make, alter and repeal the By-Laws of the Corporation by a
majority vote at any regular or special meeting of the Board or by written
consent, subject to the power of the shareholders of the Corporation to alter or
repeal any By-Laws made by the Board.
   3
                                   ARTICLE VII

         The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any other provisions authorized by the laws of
the State of Florida at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.

                                  ARTICLE VIII

         Section 1. Elimination of Certain Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty except as
otherwise provided under Section 607.0831, Florida Statutes, as it may be
amended from time to time.

         Section 2. Indemnification and Insurance.

         (a) Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as
   4
a director, officer, employee or agent, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the Florida Business
Corporations Act, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, amounts paid or
to be paid in settlement, and excise taxes or penalties arising under the
Employee Retirement Income Security Act of 1974) reasonably incurred or suffered
by such person in connection therewith and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators.

         (b) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, By-law, agreement, vote of stockholders or
disinterested directors or otherwise. 

         (c) Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the laws of the State of Florida.
   5
                                   ARTICLE IX

         The name and mailing address of the incorporator is H. Steven Holtzman,
Esq., c/o HSN, Inc., HSN Drive, St. Petersburg, FL 33729.


                                            /s/  H. Steven Holtzman
                                            ___________________________________
                                            H. Steven Holtzman, Incorporator


                                            October 22, 1997
                                            ___________________________________
                                            Date
   6
                       ARTICLES OF AMENDMENT

                                       OF

                           SK MIAMI PRODUCTIONS, INC.

         Pursuant to section 607.1006 of the Florida Business Corporation Act,
the undersigned corporation adopts these Articles of Amendment.

FIRST:            The name of the corporation is SK Miami Productions, of Miami,
                  Inc.

SECOND:           The Articles of Incorporation of this corporation are amended
                  by changing the Article I so that, as amended, said article
                  shall read as follows:

                                   "ARTICLE I

                  The name of the corporation (hereinafter referred to as the
                  "Corporation") that satisfies the requirements of Section
                  607.0401, Florida Statutes, shall be:

                   MIAMI, USA BROADCASTING PRODUCTIONS, INC."

THIRD:            The amendment to the Articles of Incorporation of the
                  corporation set forth above was adopted on February 23, 1998.

FOURTH:           The amendment was adopted by the Board of Directors and sole
                  shareholder on February 23, 1998.


Executed on February 23, 1998.

                                            /s/  H. Steven Holtzman
                                            ________________________________ 
                                            H. Steven Holtzman, Incorporator
                                            Assistant Secretary

EX-3.101

   1
                                                                   Exhibit 3.101

                                   BY-LAWS OF

                           SK MIAMI PRODUCTIONS, INC.


                                    ARTICLE I
                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation
shall be located in the City of Plantation, State of Florida.

         SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place, both within and without the State of Florida, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                                  SHAREHOLDERS

         SECTION 1. PLACE OF MEETING. Meetings of shareholders may be held at
such place, either within or without the State of Florida, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the corporation.

         SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall
be held following the end of the corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual meeting, or at any adjournment thereof, the Board of
Directors, shall cause the election to be held at a meeting of the shareholders
as soon thereafter as is convenient.
   2
         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of shareholders owning a majority in amount of the
shares of the common stock as of the date of such request.

         SECTION 4. NOTICE. Written notice stating the date, time, and place of
the meeting, and in case of a special meeting the purpose or purposes thereof,
shall be given to each shareholder entitled to vote thereat not less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail
or telegraph, addressed to each shareholder at his address as it appears on the
records of the corporation. If mailed such notice shall be deemed to be
delivered three (3) days after being deposited in the United States mail so
addressed, with postage prepaid. If notice be by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.

         SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the adjourned meeting, the corporation
may transact any business that might have been transacted at the original
meeting.

         SECTION 6. QUORUM. The holders of a majority of each class of the
shares of stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by 
   3
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or
represented. If at such adjourned meeting, a quorum is present or represented,
any business may be transacted that might have been transacted at the meeting as
originally notified. When a quorum is present at any meeting, the vote of the
holders of a majority of each class of the shares of stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the Florida Business Corporation Act or of the certificate of incorporation,
a different vote is required in which case such express provision shall govern
and control the decision of such question. 

         SECTION 7. VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such shareholders, but no
proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock shall be
voted at any election for directors which has been transferred on the books of
the corporation within ten (10) days next preceding such election of directors.
No corporate action requiring shareholder approval, including the election or
removal of directors, may occur without the affirmative vote of the holders of a
majority of the shares of each of the classes of shares then entitled to vote,
voting as separate classes. Election of directors need not be by written ballot.
   4
         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of such
action shall be given to those shareholders who have not so consented in writing
to such action without a meeting.

                                   ARTICLE III
                                    DIRECTORS

         SECTION 1. NUMBER AND TENURE. The business and affairs of the
corporation shall be managed by a board of one or more members, the number
thereof to be determined from time to time by resolution of the shareholders.
Each director shall serve for a term of one year from the date of his election
and until his successor is elected. Directors need not be shareholders.

         SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign
by delivering to the Board of Directors his resignation in writing, to take
effect no later than ten (10) days thereafter. Any director may at any time be
removed effective immediately, with or without cause, by the vote, either in
person or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.
   5
         SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the shares of stock issued and outstanding and entitled to vote
at a special meeting held for such purpose or by the written consent of a
majority of the shares of stock issued and outstanding. The directors so chosen
shall hold office until the next annual election and until their respective
successors are duly elected.

         SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually at a date, time, and place set by the Board of
Directors. 

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Florida for
holding any special meeting of the Board of Directors. 

         SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail or telegraph, addressed to each director at his address as it appears
on the records of the corporation; provided, however, that written notice of any
regular meeting or a special meeting to be conducted by conference telephone
shall be given at least three (3) days prior thereto, either personally, or by
mail or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. 

         SECTION 7. QUORUM. At all meetings of the Board of Directors a majority
of the total number of directors shall constitute a quorum for the transaction
of business and 
   6
the act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors. If a quorum is not present
at any meeting of the Board of Directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. A director present at a meeting shall
be counted in determining the presence of a quorum, regardless of whether a
contract or transaction between the corporation and such director or between the
corporation and any other corporation, partnership, association, or other
organization in which such director is a director or officer or has a financial
interest, is authorized or considered at such meeting. 

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or such committee, as
the case may be, consent thereto in writing and such written consent is filed
with the minutes of the Board or committee. 

         SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting. 

         SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board, may designate one (1) or more committees,
each committee to consist of two (2) or more directors. The Board may designate
one (1) or more directors as alternate members of any committee, who may replace
any absent or 
   7
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in such resolution, shall
have and may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which any require it, except
that no committee shall have the power or authority to amend the certificate of
incorporation, to adopt an agreement of merger or consolidation, to recommend to
the shareholders the sale, lease, or exchange of all or substantially all of the
corporation's property and assets, to recommend to the shareholders a
dissolution, to amend the bylaws of the corporation, to declare a dividend, or
to authorize the issuance of stock. 

         SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.
   8
                                   ARTICLE IV
                                    OFFICERS

         SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of a President one (1) or more Vice Presidents (the number thereof to be
determined by the Board of Directors)_, a Secretary, a Treasurer, and such other
officers and assistant officers and agents as may be deemed necessary by the
Board of Directors. Any three (3) or more offices may be held by the same
person.

         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any officer
appointed by the Board may be removed, with or without cause, at any time by the
Board. An officer may resign at any time upon written notice to the corporation.
Each officer shall hold his office until his or her successor is appointed or
until his or her earlier resignation, removal from office, or death.

         SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors form their own
number and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other by the Board of Directors. The Chairman shall be a member of all
committees of the Board of Directors, 
   9
except the Audit Committee (if one is created). The Chairman shall be empowered
to sign all certificates, contracts, and other instruments of the corporation
and to do all acts which are authorized by the Board of Directors and shall in
general, have such other duties and responsibilities as are assigned by the
Board of Directors; PROVIDED, HOWEVER, that nothing herein contained shall be
construed to mean that the Board of Directors is required to elect a Chairman.

         SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors. 

         SECTION 5. THE VICE PRESIDENTS. The Vice President, if any, shall be
elected by the Board of Directors in the absence or incapacity of the President
or in the event of his inability or refusal to act, the Vice President (or in
the event there be more 
   10
than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President and, when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. The Vice President
shall perform such other duties as may from time to time be assigned by the
Board of Directors. 

         SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these By-Laws or
as required by law, shall be custodian of he corporate records and of he seal of
the corporation, and in general shall perform such other duties as may from time
to time be assigned by the Board of Directors. The Secretary shall have general
charge of the stock transfer books of the corporation and shall keep at the
registered office or principal place of business of the corporation a record of
the shareholders of the corporation, giving the names and addresses of all such
shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each. 

         SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and
disbursements in books belonging to the corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as may form time to time be assigned by the Board of Directors. 
   11
         SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions. 

         SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.

                                    ARTICLE V
                              CERTIFICATES OF STOCK

         SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the President (or a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.

         SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
   12
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate(s) alleged to have been lost or destroyed.

         SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

         SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of shareholders or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or for a period of not more
than sixty (60) nor less than ten (10) 
   13
days in connection with obtaining the consent of shareholders for any purpose.
In lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date not more than sixty (60 nor less than (10) days preceding the
date of any dividend, or the date for the allotment of rights, or the date when
any change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining such consent, as a record date for the
determination of the shareholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any change, conversion or exchange of capital stock, or to give such
consent. In such case and notwithstanding any transfer of any stock on the books
of the corporation after any such record date, such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or toe exercise such rights, or to give such consent, as the case may
be. 

         SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by law, the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.
   14
                                   ARTICLE VI
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the Chairman, President, or any Vice President,
Treasurer or any Assistant Treasurer, and the Secretary or any Assistant
Secretary, may execute the same in the name of and on behalf of the corporation
and may affix the corporate seal thereto.

         SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. 

         SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors any from time to time designate.

                                   ARTICLE VII
                                    DIVIDENDS

         SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any,
of the certificate of incorporation, dividends on the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the corporation's capital stock.

         SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or 
   15
reserves to meet contingencies or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors determine to be in the best interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

                                  ARTICLE VIII
                                   FISCAL YEAR

         The fiscal year of the corporation shall be established by the Board of
Directors.

                                   ARTICLE IX
                                WAIVER OF NOTICE

         Whenever any notice is required to be given by law or under the
certificate of incorporation or these By-Laws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.

                                    ARTICLE X
                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Florida." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE XI
                                   AMENDMENTS

         These By-Laws may be altered, amended, or repealed and new By-Laws
adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of a 
   16
majority of all directors; provided, however, that at least ten (10) days
advance written notice of the meeting is given to the directors, describing the
proposed amendment or alteration of these By-Laws.

EX-3.102

   1
                                                                   Exhibit 3.102


                          CERTIFICATE OF INCORPORATION

                                       OF

                      SILVER KING INVESTMENT HOLDINGS, INC.

                  I, the undersigned, for the purpose of incorporating and
organizing a corporation under the General Corporation Law of the State of
Delaware, do hereby execute this Certificate of Incorporation and do hereby
certify as follows:

                                    ARTICLE I

                  The name of the corporation (which is hereinafter referred to 
as the "Corporation") is:

                      SILVER KING INVESTMENT HOLDINGS, INC.

                                   ARTICLE II

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

                                   ARTICLE III

                  The purpose of the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized and incorporated
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

                  Section 1. The Corporation shall be authorized to issue 1000
shares of capital stock, of which 1000 shares shall be shares of Common Stock,
$.01 par value ("Common Stock").
   2
                  Section 2. Except as otherwise provided by law, the Common
Stock shall have the exclusive right to vote for the election of directors and
for all other purposes. Each share of Common Stock shall have one vote, and the
Common Stock shall vote together as a single class.

                                    ARTICLE V

                  Unless and except to the extent that the By-Laws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.

                                   ARTICLE VI

                  In furtherance and not in limitation of the powers conferred
by law, the Board of Directors of the Corporation (the "Board") is expressly
authorized and empowered to make, alter and repeal the By-Laws of the
Corporation by a majority vote at any regular or special meeting of the Board or
by written consent, subject to the power of the stockholders of the Corporation
to alter or repeal any By-Laws made by the Board.

                                   ARTICLE VII

                  The Corporation reserves the right at any time from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and any other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.


                                       2
   3
                                  ARTICLE VIII

                  Section 1. Elimination of Certain Liability of Directors. A
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.

                  Section 2.        Indemnification and Insurance.

                  (a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide 



                                       3
   4
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, amounts paid or to be paid in
settlement, and excise taxes or penalties arising under the Employee Retirement
Income Security Act of 1974) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in paragraph (b) hereof, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) was authorized by the Board. The right to
indemnification conferred in this Section shall be contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the General Corporation Law of the State of Delaware requires,
the payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of the Board, provide indemnification
to employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.



                                       4
   5
                  (b) Right of Claimant to Bring Suit. If a claim under
paragraph (a) of this Section is not paid in full by the Corporation within
thirty days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the General Corporation Law of the State
of Delaware for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the General Corporation Law of the State of Delaware, nor an actual
determination by the Corporation (including its Board, independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

                  (c) Non-Exclusivity of Rights.The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any other
right which any person may 


                                       5
   6
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.

                  (d) Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against expense,
liability or loss under the General Corporation Law of the State of Delaware.

                                   ARTICLE IX

                  The name and mailing address of the incorporator is Thao P.
Matlock, c/o Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New
York 10019.

                  IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinbefore named, do hereby further certify that the facts hereinabove stated
are truly set forth and, accordingly, I have hereunto set my hand this 27th day
of November, 1995.

                                                     /s/ Thao P. Matlock  
                                                    __________________________
                                                     Thao P. Matlock
                                                     Incorporator


 
                                        6

EX-3.103

   1
                                                                   Exhibit 3.103
                                     BYLAWS

                                       of

                      SILVER KING INVESTMENT HOLDINGS, INC.



                                    ARTICLE I

                                     OFFICES

                  SECTION 1. REGISTERED OFFICE The registered office of SILVER
KING INVESTMENT HOLDINGS, INC. (the "Corporation") shall be established and
maintained at the office of The Corporation Trust Company at The Corporation
Trust Center, 1209 Orange Street in the City of Wilmington, County of New
Castle, State of Delaware, and said Corporation Trust Company shall be the
registered agent of the Corporation in charge thereof.

                  SECTION 2. OTHER OFFICES The Corporation may have other
offices, either within or without the State of Delaware, at such place or places
as the Board of Directors may from time to time select or the business of the
Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  SECTION 1. ANNUAL MEETINGS Annual meetings of stockholders for
the election of directors, and for such other business as may be stated in the
notice of the meeting, shall be held at such place, either within or without the
State of Delaware, and at such time and date as the Board of Directors, by
resolution, shall determine and as set forth in the notice of the meeting. If
the Board of Directors fails so to determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the registered
office of the Corporation on the first Tuesday in April. If the date of the
annual meeting shall fall upon a legal holiday, the meeting shall be held on the
next succeeding

                                       1
   2
business day. At each annual meeting, the stockholders entitled to vote shall
elect a Board of Directors and they may transact such other corporate business
as shall be stated in the notice of the meeting.

                  SECTION 2. SPECIAL MEETINGS Special meetings of the
stockholders for any purpose or purposes may be called by the Chairman of the
Board, the President or the Secretary, or by resolution of the Board of
Directors.

                  SECTION 3. VOTING Each stockholder entitled to vote in
accordance with the terms of the Certificate of Incorporation of the Corporation
and these By-Laws may vote in person or by proxy, but no proxy shall be voted
after three years from its date unless such proxy provides for a longer period.
All elections for directors shall be decided by plurality vote; all other
questions shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of the State of Delaware.

                  A complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is entitled to be present.

                  SECTION 4. QUORUM Except as otherwise required by law, by the
Certificate of Incorporation of the Corporation or by these By-Laws, the
presence, in person or by proxy, of stockholders holding shares constituting a
majority of the voting power of the Corporation shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat,
present in person or by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such

                                       2
   3
adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted that might have been transacted
at the meeting as originally noticed; but only those stockholders entitled to
vote at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.

                  SECTION 5. NOTICE OF MEETINGS Written notice, stating the
place, date and time of the meeting, and the general nature of the business to
be considered, shall be given to each stockholder entitled to vote thereat, at
his or her address as it appears on the records of the Corporation, not less
than ten nor more than sixty days before the date of the meeting. No business
other than that stated in the notice shall be transacted at any meeting without
the unanimous consent of all the stockholders entitled to vote thereat.

                  SECTION 6. ACTION WITHOUT MEETING Unless otherwise provided by
the Certificate of Incorporation of the Corporation, any action required or
permitted to be taken at any annual or special meeting of stockholders may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.


                                   ARTICLE III

                                    DIRECTORS

                  SECTION 1. NUMBER AND TERM The business and affairs of the
Corporation shall be managed under the direction of a Board of Directors which
shall consist of not less than two persons. The exact number of directors shall
initially be two and may thereafter be fixed from time to time by the Board of
Directors. Directors shall be elected at the annual meeting of stockholders and
each director shall be elected to serve

                                       3
   4
until his or her successor shall be elected and shall qualify. A director need
not be a stockholder.

                  SECTION 2. RESIGNATIONS Any director may resign at any time.
Such resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the Chairman of the Board, the President or the Secretary. The acceptance of a
resignation shall not be necessary to make it effective.

                  SECTION 3. VACANCIES If the office of any director becomes
vacant, the remaining directors in the office, though less than a quorum, by a
majority vote, may appoint any qualified person to fill such vacancy, who shall
hold office for the unexpired term and until his or her successor shall be duly
chosen. If the office of any director becomes vacant and there are no remaining
directors, the stockholders, by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation, at a special
meeting called for such purpose, may appoint any qualified person to fill such
vacancy.

                  SECTION 4. REMOVAL Except as hereinafter provided, any
director or directors may be removed either for or without cause at any time by
the affirmative vote of the holders of a majority of the voting power entitled
to vote for the election of directors, at an annual meeting or a special meeting
called for the purpose, and the vacancy thus created may be filled, at such
meeting, by the affirmative vote of holders of shares constituting a majority of
the voting power of the Corporation.

                  SECTION 5. COMMITTEES The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of one or more
directors of the Corporation.

                  Any such committee, to the extent provided in the resolution
of the Board of Directors, or in these By-Laws, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it.

                                       4
   5
                  SECTION 6. MEETINGS The newly elected directors may hold their
first meeting for the purpose of organization and the transaction of business,
if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent of
all the Directors.

                  Regular meetings of the Board of Directors may be held without
notice at such places and times as shall be determined from time to time by
resolution of the Board of Directors

                  Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President, or by the Secretary on the written
request of any director, on at least one day's notice to each director (except
that notice to any director may be waived in writing by such director) and shall
be held at such place or places as may be determined by the Board of Directors,
or as shall be stated in the call of the meeting.

                  Unless otherwise restricted by the Certificate of
Incorporation of the Corporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in any meeting of the Board of Directors or any committee thereof by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

                  SECTION 7. QUORUM A majority of the Directors shall constitute
a quorum for the transaction of business. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum is obtained, and no
further notice thereof need be given other than by announcement at the meeting
which shall be so adjourned. The vote of the majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors unless the Certificate of Incorporation of the Corporation or these
By-Laws shall require the vote of a greater number.

                  SECTION 8. COMPENSATION Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the

                                       5
   6
Board of Directors a fixed fee and expenses of attendance may be allowed for
attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.

                  SECTION 9. ACTION WITHOUT MEETING Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if a written consent thereto is
signed by a].1 members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board of Directors or such committee.


                                   ARTICLE IV

                                    OFFICERS


                  SECTION 1. OFFICERS The officers of the Corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Treasurer and
a Secretary, all of whom shall be elected by the Board of Directors and shall
hold office until their successors are duly elected and qualified. In addition,
the Board of Directors may elect such Assistant Secretaries and Assistant
Treasurers as they may deem proper. The Board of Directors may appoint such
other officers and agents as it may deem advisable, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors.

                  SECTION 2. CHAIRMAN OF THE BOARD The Chairman of the Board
shall be the Chief Executive Officer of the Corporation. He or she shall preside
at all meetings of the Board of Directors and shall have and perform such other
duties as may be assigned to him or her by the Board of Directors. The Chairman
of the Board shall have the power to execute bonds, mortgages and other
contracts on behalf of the Corporation, and to cause the seal of the Corporation
to be affixed to any instrument requiring it, and

                                       6
   7
when so affixed the seal shall be attested to by the signature of the Secretary
or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

                  SECTION 3. PRESIDENT The President shall be the Chief
Operating Officer of the Corporation. He or she shall have the general powers
and duties of supervision and management usually vested in the office of
President of a corporation. The President shall have the power to execute bonds,
mortgages and other contracts on behalf of the Corporation, and to cause the
seal to be affixed to any instrument requiring it, and when so affixed the seal
shall be attested to by the signature of the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer.

                  SECTION 4. VICE PRESIDENTS Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him or her by the
Board of Directors.

                  SECTION 5. TREASURER The Treasurer shall be the Chief
Financial Officer of the Corporation. He or she shall have the custody of the
Corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He or she
shall deposit all moneys and other valuables in the name and to the credit of
the Corporation in such depositaries as may be designated by the Board of
Directors. He or she shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, the Chairman of the Board, or the President,
taking proper vouchers for such disbursements. He or she shall render to the
Chairman of the Board, the President and Board of Directors at the regular
meetings of the Board of Directors, or whenever they may request it, an account
of all his or her transactions as Treasurer and of the financial condition of
the Corporation. If required by the Board of Directors, he or she shall give the
Corporation a bond for the faithful discharge of his or her duties in such
amount and with such surety as the Board of Directors shall prescribe.

                  SECTION 6. SECRETARY The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and of the Board of Directors and
all other notices required by law or by these By-Laws, and in case of his or her
absence or refusal or neglect so to do, any such notice may be given by any
person thereunto directed by the

                                       7
   8
Chairman of the Board or the President, or by the Board of Directors, upon whose
request the meeting is called as provided in these By-Laws. He or she shall
record all the proceedings of the meetings of the Board of Directors, any
committees thereof and the stockholders of the Corporation in a book to be kept
for that purpose, and shall perform such other duties as may be assigned to him
or her by the Board of Directors, the Chairman of the Board or the President. He
or she shall have the custody of the seal of the Corporation and shall affix the
same to all instruments requiring it, when authorized by the Board of Directors,
the Chairman of the Board or the President, and attest to the same.

                  SECTION 7. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
Assistant Treasurers and Assistant Secretaries, if any, shall be elected and
shall have such powers and shall perform such duties as shall be assigned to
them, respectively, by the Board of Directors.

                                    ARTICLE V

                                  MISCELLANEOUS

                  SECTION I. CERTIFICATES OF STOCK A certificate of stock shall
be issued to each stockholder certifying the number of shares owned by such
stockholder in the Corporation. Certificates of stock of the Corporation shall
be of such form and device as the Board of Directors may from time to time
determine.

                  SECTION 2. LOST CERTIFICATES A new certificate of stock may be
issued in the place of any certificate theretofore issued by the Corporation,
alleged to have been lost or destroyed, and the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or such
owner's legal representatives, to give the Corporation a bond, in such sum as
they may direct, not exceeding double the value of the stock, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of any such certificate, or the issuance of any such new
certificate.

                  SECTION 3. TRANSFER OF SHARES The shares of stock of the
Corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old

                                       8
   9
certificates shall be surrendered to the Corporation by the delivery thereof to
the person in charge of the stock and transfer books and ledgers, or to such
other person as the Board of Directors may designate, by whom they shall be
cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.

                  SECTION 4. STOCKHOLDERS RECORD DATE In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (1) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days before the date
of such meeting; (2) in the case of determination of stockholders entitled to
express consent to corporate action in writing without a meeting, shall not be
more than ten days from the date upon which the resolution fixing the record
date is adopted by the Board of Directors; and (3) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (1) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
when no prior action of the Board of Directors is required by law, shall be the
first day on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation in accordance with
applicable law, or, if prior action by the Board of Directors is required by
law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close of

                                       9
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business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                  SECTION 5. DIVIDENDS Subject to the provisions of the
Certificate of Incorporation of the Corporation, the Board of Directors may, out
of funds legally available therefor at any regular or special meeting, declare
dividends upon stock of the Corporation as and when they deem appropriate.
Before declaring any dividend, there may be set apart out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time in their discretion deem proper for working capital or as a
reserve fund to meet contingencies or for equalizing dividends or for such other
purposes as the Board of Directors shall deem conducive to the interests of the
Corporation.

                  SECTION 6. SEAL The corporate seal of the Corporation shall be
in such form as shall be determined by resolution of the Board of Directors.
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise imprinted upon the subject document or paper.

                  SECTION 7. FISCAL YEAR The fiscal year of the Corporation
shall be determined by resolution of the Board of Directors.

                  SECTION 8. CHECKS All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, or agent or agents,
of the Corporation, and in such manner as shall be determined from time to time
by resolution of the Board of Directors.

                  SECTION 9. NOTICE AND WAIVER OF NOTICE Whenever any notice is
required to be given under these By-Laws, personal notice is not required unless

                                       10
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expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the united States mail, postage prepaid,
addressed to the person entitled thereto at his or her address as it appears on
the records of the Corporation, and such notice shall be deemed to have been
given on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by law.
Whenever any notice is required to be given under the provisions of any law, or
under the provisions of the Certificate of Incorporation of the Corporation or
of these By-Laws, a waiver thereof, in writing and signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to such required notice.

                                   ARTICLE VI

                                   AMENDMENTS


                  These By-Laws may be altered, amended or repealed at any
annual meeting of the stockholders (or at any special meeting thereof if notice
of such proposed alteration, amendment or repeal to be considered is contained
in the notice of such special meeting) by the affirmative vote of the holders of
shares constituting a majority of the voting power of the Corporation. Except as
otherwise provided in the Certificate of Incorporation of the Corporation, the
Board of Directors may by majority vote of those present at any meeting at which
a quorum is present alter, amend or repeal these By-Laws, or enact such other
By-Laws as in their judgment may be advisable for the regulation and conduct of
the affairs of the Corporation.

                                       11

EX-3.104

   1
                                                                   Exhibit 3.104
                          CERTIFICATE OF INCORPORATION
                                       OF
                              SKC INVESTMENTS, INC.

                  FIRST.   The name of the corporation is SKC Investments, Inc.

                  SECOND. Its registered office in the State of Delaware is to
be located at 1209 Orange Street, in the City of Wilmington, County of New
Castle, 19801. The registered agent in charge thereof is the Corporation Trust
Company.

                  THIRD. The purpose or purposes 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 and to have and exercise all
the powers conferred by the laws of the State of Delaware upon corporations
formed under the General Corporation law of the State of Delaware.

                  FOURTH. The amount of the total authorized capital stock of
this corporation shall be one thousand (1,000) shares of voting common stock,
with a par value of one cent ($0.01) per share.

                  FIFTH. The name and mailing address of the incorporator is as
follows:

                          Karen R. Hunter
                          1255 Twenty-Third Street, N.W.
                          Suite 500
                          Washington, D.C.  20037

                  SIXTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the corporation shall have the
following powers:

                           (a) To adopt, and to alter or amend the Bylaws, to
fix the amount to be reserved as working capital, and to authorize and cause to
be executed mortgages and liens (without limit as to the amount) upon the
property of this corporation; and

                           (b) With the consent in writing or pursuant to a vote
of the holders of a majority of the capital stock issued and outstanding, to
dispose of, in any manner, all or substantially all of the property of this
corporation.

                  SEVENTH. The stockholders and directors shall have the power
to hold their meetings and keep the books, documents and papers of the
corporation within or outside the State of Delaware and at such place or places
as may be from time to time designated by the bylaws or by resolution of the
stockholders or directors, except as otherwise required by the laws of the State
of Delaware.
   2
                  EIGHTH. The objects, purposes and powers specified in any
clause or paragraph of this Certificate of Incorporation shall be in no way
limited or restricted by reference to or inference from the terms of any other
clause or paragraph of this Certificate of Incorporation. The objects, purposes
and powers in each of the clauses and paragraphs of this Certificate of
Incorporation shall be regarded as independent objects, purposes and powers. The
objects, purposes and powers specified in this Certificate of Incorporation are
in furtherance and not in limitation of the objects, purposes and powers
conferred by statute.

                  NINTH. The corporation shall have the power to indemnify its
officers, directors, employees and agents, and such other persons as may be
designated as set forth in the By-laws, to the full extent permitted by the laws
of the State of Delaware. A director shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duties as a director, provided that the liability of a director (i) for any
breach of the director's loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of Title 8 of the
Delaware Code, or (iv) for any transaction from which the director derived an
improper personal benefit shall not be eliminated or limited hereby.

                  TENTH.  The corporation shall have perpetual existence.

                  The undersigned, Karen R. Hunter, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation and does hereby certify that the facts
herein stated are true, and has accordingly hereunto set her hand and seal.

                                               /s/ Karen R. Hunter, Incorporator
                                               _________________________________
                                               Karen R. Hunter, Incorporator

Dated:  July 27, 1994

EX-3.105

   1
                                                                   EXHIBIT 3.105

                                     BY-LAWS
                                       OF
                              SKC INVESTMENTS, INC.

                                    ARTICLE I
                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE. The registered office of the Corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.

           SECTION 2. OTHER OFFICES. The Corporation shall also have an office
at 100 South Sangamon Street, Chicago, Illinois 60607 and any such other place
as the Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II
                                  STOCKHOLDERS

         SECTION 1. PLACE OF MEETING. Meetings of stockholders may be held at
such place, either within or without the State of Delaware, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the Corporation.

           SECTION 2. ANNUAL MEETING. The annual meeting of the stockholders
shall be held following the end of the Corporation's 
   2
fiscal year at a date and time determined by the Board of Directors for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the election of directors shall not be held on
the day designated by the Board of Directors for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a meeting of the stockholders as soon thereafter as is convenient.

           SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of stockholders owning a majority in amount of the
shares of the common Stock as of the date of such request.

           SECTION 4. NOTICE. Written notice stating the date, time and place of
the meeting, and in case of a special meeting, the purpose or purposes thereof,
shall be given to each stockholder entitled to vote thereat not less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail,
facsimile or telegraph, addressed to each stockholder at his address as it
appears on the records of the Corporation. If mailed, such notice shall be
deemed to be delivered three (3) days after being deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be by facsimile, such
notice shall be deemed to be delivered when 

                                       2
   3
confirmation of receipt is received by the sender. If notice be by telegram,
such notice shall be deemed to be delivered when the telegram is delivered to
the telegraph company.

           SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than thirty (30) days, and if no new record date
is fixed for the adjourned meeting. At the adjourned meeting the corporation may
transact any business that might have been transacted at the original meeting.

           SECTION 6. QUORUM. The holders of a majority of each class of the
shares of stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as
originally notified. When a quorum 


                                       3
   4
is present at any meeting, the vote of the holders of a majority of each class
of the shares of stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the Delaware General Corporation Law
or of the Certificate of Incorporation, a different vote is required in which
case such express provision shall govern and control the decision of such
question.

           SECTION 7. VOTING. Each stockholder shall at every meeting of the
stockholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such stockholder, but no
proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
Corporation have been closed or a date has been fixed as a record date for the
determination of its stockholders entitled to vote, no share of stock shall be
voted at any election for directors which has been transferred on the books of
the corporation within ten (10) days next preceding such election of directors.
No action requiring shareholder approval, including the election or removal of
directors, may occur without the affirmative vote of the holders of a majority
of the shares of each of the classes of shares then entitled to vote, voting as


                                       4
   5
separate classes. Election of directors need not be by written ballot.

           SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted
to be taken at any annual or special meeting of stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all of the
shares entitled to vote thereon were present and voted, provided that prompt
notice of such action shall be given to those stockholders who have not so
consented in writing to such action without a meeting.

                                   ARTICLE III
                                    DIRECTORS

           SECTION 1. NUMBER AND TENURE. The business and affairs of the
Corporation shall be managed by a board of not less than one (1) director,
unless a different number shall be established by amendment to these By-Laws,
subject to the limitation established by the certificate of incorporation. Each
director shall serve for a term of one year from the date of his election and
until his successor is elected. Directors need not be stockholders.

                                       5
   6
           SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time
resign by delivering to the Board of Directors his resignation in writing, to
take effect no later than ten days thereafter. Any director may at any time be
removed effective immediately, with or without cause, by the vote, either in
person or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.

           SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by the vote of a majority of the remaining directors then in office, though less
than a quorum, the directors so chosen shall hold office until the next annual
election and until their respective successors are duly elected.

         SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually or from time to time at a date, time and place
set by the Chairman of the Board of Directors.

           SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board of
Directors or any one (1) director. The 


                                       6
   7
person or persons calling a special meeting of the Board of Directors may fix a
place within or without the State of Delaware for holding such meeting.

           SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail, facsimile or telegraph, addressed to each director at his address as
it appears on the records of the Corporation; provided, however, that written
notice of any regular meeting or a special meeting to be conducted by conference
telephone shall be given at least three (3) days prior thereto, either
personally, or by mail, facsimile or telegraph. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be by facsimile, such notice shall be
deemed to be delivered when confirmation of receipt is received by the sender.
If notice be by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company.

           SECTION 7. QUORUM. At all meetings of the Board of Directors, a
majority of the total number of directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum is not present at any meeting of the Board of Directors,


                                       7
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the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present. A
director present at a meeting shall be counted in determining the presence of a
quorum, regardless of whether a contract or transaction between the Corporation
or such director or between the Corporation and any other corporation,
partnership, association, or other organization in which such director is a
director or officer or has a financial interest, is authorized or considered at
such meeting.

SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing and such written
consent is filed with the minutes of proceedings of the Board or committee.

           SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board of
Directors or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                                       8
   9
           SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board of Directors, may designate one (1) or more
committees, each committee to consist of two (2) or more directors. The Board of
Directors may designate one (1) or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in such resolution, shall have and may exercise all of the powers of
the Board of Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to all
papers that may require it; but no such committee shall have the power or
authority to amend the Certificate of Incorporation, to adopt an agreement of
merger or consolidation, to recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
to recommend to the stockholders a dissolution, to amend the By-Laws of the
Corporation, to declare a dividend, or to authorize the issuance of stock.

           SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid
their expenses, if any, of attendance at each meeting 


                                       9
   10
of the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of committees may be
allowed like compensation for attending committee meetings.

                                   ARTICLE IV

                                    OFFICERS

           SECTION 1. NUMBER AND SALARIES. The officers of the Corporation shall
consist of a Chairman of the Board of Directors, a President, one (1) or more
Vice Presidents (the number thereof to be determined by the Board of Directors),
a Secretary, a Treasurer, and such other officers and assistant officers and
agents as may be deemed necessary by the Board of Directors. Any three (3) or
more offices may be held by the same person.

           SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected by the Board of Directors at the first meeting of
the Board of Directors following the stockholders' annual meeting, and shall
serve for a term of one (1) year and until successors are elected by the Board
of Directors. Any officer appointed by the Board of Directors may be removed,
with or without cause, at any time by the Board of 


                                       10
   11
Directors. An officer may resign at any time upon written notice to the
Corporation. Each officer shall hold his office until his or her successor is
appointed or until his or her earlier resignation, removal from office, or
death.

           SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number; the Chairman shall preside at all meetings of the stockholders and of
the Board of Directors and shall be the chief executive officer of the
Corporation and shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect; the Chairman shall be a member of all
Committees, except the Audit Committee (if one is created); the Chairman may
remove and replace, in his sole discretion, the officers of the Corporation; the
Chairman shall be empowered to sign all certificates, contracts and other
instruments of the Corporation, and to do all acts that are authorized by the
Board of Directors, and shall, in general, have such other duties and
responsibilities as are assigned by the Board of Directors; PROVIDED, HOWEVER,
that nothing herein contained shall be construed to mean that the Board of
Directors is required to elect a Chairman.

           SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, the
President shall be the chief operating officer of 


                                       11
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the Company; in the absence of a Chairman, the President shall preside at all
meetings of the stockholders and the Board of Directors; the President shall
have general and active supervision of the business of the Corporation subject
to the direction of the Chairman; shall sign or countersign all certificates,
contracts and other instruments of the Corporation, and to do all acts which are
authorized by the Board of Directors or directed by the chairman or as are
incident to the office of the president of a corporation.

           SECTION 5. THE VICE PRESIDENTS. In the absence of the President or in
the event of his inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties as from time to
time may be assigned to him or her by the Board of Directors.

           SECTION 6. THE SECRETARY. The secretary shall keep the minutes of the
proceedings of the stockholders and the Board of Directors; the Secretary shall
give, or cause to be given, all notices in accordance with the provisions of
these By-Laws or as required by law, shall be custodian of the corporate records
and of the seal of the 


                                       12
   13
Corporation, and, in general, shall perform such other duties as may from time
to time be assigned by the Chairman or by the Board of Directors. The Secretary
shall have general charge of the stock transfer books of the Corporation and
shall keep at the registered office or principal place of business of the
Corporation a record of the stockholders of the corporation, giving the names
and addresses of all such stockholders (which addresses shall be furnished to
the Secretary by such stockholders) and the number and class of the shares held
by each.

            SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the Corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors, and in general
shall perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the Chairman or by the
Board of Directors.

         SECTION 8. ASSISTANT SECRETARIES. The Assistant secretaries, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary, perform his functions.

                                       13
   14
           SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.

                                    ARTICLE V
                              CERTIFICATES OF STOCK

           SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by or in the name of
the Corporation by the Chairman or President (or Vice President) and the
Secretary or Treasurer (or an Assistant Secretary) of the Corporation,
certifying the number of shares owned by the stockholder in the corporation.

            SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and


                                       14
   15
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

            SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a
new certificate(s) to be issued by the Corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate(s) alleged to have been lost or destroyed.

            SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or
its transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon it books.

                                       15
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            SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the Corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of stockholders, or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect or for a period of not more
than sixty (60) nor less than ten (10) days in connection with obtaining the
consent of stockholders for any purpose. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date of not more than sixty
(60) nor less than ten (10) days preceding the date of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange of capital stock, or to give such consent. In
such case and notwithstanding any transfer of any stock on the books of the
Corporation after any such record date, such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any 

                                       16
   17
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.

            SECTION 6. REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by the laws of the State of Delaware, the Corporation shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person whether or not it shall have express or
other notice thereof.

                                   ARTICLE VI
                      CONTRACT, LOANS, CHECKS, AND DEPOSITS

            SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the Chairman, President, or any Vice President,
Treasurer or Assistant Treasurer, and the Secretary, or any Assistant Secretary,
may execute the same in the name of and on behalf of the Corporation and may
affix the corporate seal thereto.

                                       17
   18
         SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.

         SECTION 3. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         SECTION 4. ACCOUNTS. Bank accounts of the Corporation shall be opened,
and deposits made thereto, by such officers or other persons as the Board of
Directors may from time to time designate.

                                   ARTICLE VII
                                    DIVIDENDS

            SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if
any, of the Certificate of Incorporation, dividends upon the capital stock of
the corporation may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property or
contractual rights, or in shares of the Corporation's capital stock.

            SECTION 2. RESERVES. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the Board of 


                                       18
   19
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies or for equalizing dividends, or for
repairing or maintaining any of the Corporation, or for such other purpose as
the Board of Directors shall think conducive to the interests of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.

                                  ARTICLE VIII
                                   FISCAL YEAR

           The fiscal year of the Corporation shall be established by the Board
of Directors.

                                   ARTICLE IX
                                WAIVER OF NOTICE

           Whenever any notice whatever is required to be given by law, the
Certificate of Incorporation or these By-Laws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.

                                    ARTICLE X
                                      SEAL

           The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate 


                                       19
   20
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE XI
                                   AMENDMENTS

           Except as expressly provided otherwise by the Delaware General
corporation Law, the Certificate of Incorporation, or other provisions of these
By-Laws, these By-Laws may be altered, amended or repealed and new By-Laws
adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of 60% all directors; provided, however, that at least ten (10)
days advance written notice of the meeting is given to the directors, describing
the proposed amendment or alteration of these By-Laws.


                                       20

EX-3.106

   1
                                                                   Exhibit 3.106


                              PARTNERSHIP AGREEMENT
                                       OF
                          SKDA BROADCASTING PARTNERSHIP

         This PARTNERSHIP AGREEMENT (the "Agreement") is executed as of the 29th
day of July 1994, by and between UHF Investments, Inc., a Delaware corporation,
and Silver King Broadcasting of Dallas, Inc., a Delaware corporation.

                                     RECITAL

         The parties to this Agreement desire to enter into this Agreement to
provide for the formation of a general partnership, the allocation of profits
and losses, cash flow, and other proceeds of the Partnership between the
Partners, the respective rights, obligations, and interests of the Partners to
each other and to the Partnership, and certain other matters.

                                    AGREEMENT

         In consideration of the mutual covenants and agreements set forth in
this Agreement, the parties agree as follows:

SECTION 1 THE PARTNERSHIP AND ITS BUSINESS.

         1.1 Formation and Continuation. The parties to this Agreement (the
"Partners") hereby form a general partnership (the "Partnership") under the
Uniform Partnership Act of the State of Delaware (the "Act"). The rights and
liabilities of the Partners shall be as provided in the Act, except as expressly
provided in this Agreement.

         1.2 Partnership Name. The name of the Partnership is "SKDA Broadcasting
Partnership."

         1.3 Term of Partnership. The term of the Partnership shall commence on
the date of this Agreement and shall continue until terminated in accordance
with Section 6.

         1.4 Purposes of the Partnership. The purposes of the Partnership shall
be to hold all licenses, permits, and authorizations issued by the Federal
Communications Commission, now or in the future, in connection with the business
and
   2
operations of television station KHSX-TV, Irving, Texas (the "Station"); to use
such licenses, permits, and authorizations in the conduct of the business of
such television station by Silver King Broadcasting of Dallas, Inc.; and to do
all other things necessary, appropriate, or advisable in connection with those
purposes.

         1.5 Principal Place of Business. The principal place of business of the
Partnership shall be located at 12425 28th Street North, Suite 300 St.
Petersburg, Florida 33716, or any other place that the Partners may elect.

         1.6 Fiscal Year. The fiscal year of the Partnership shall end August
31, of each year.

SECTION 2 PARTNERSHIP INTERESTS; CAPITAL CONTRIBUTIONS.

         2.1 Partnership Interest. Except as otherwise provided herein, the
interest of each Partner in the Partnership and in all of the Partnership assets
shall be as follows:



                                                                  
 UHF Investments, Inc.                                                1%
 Silver King Broadcasting of Dallas, Inc.                            99%


Such interest is hereinafter referred to as such Partner's "Partnership
Interest" in the Partnership.

                   (a) The respective capital account of each Partner shall
reflect the Partnership Interest of each Partner, adjusted as provided in this
Agreement.

                   (b) Each Partner shall receive the same percentage of the net
profits and losses of the Partnership as the Partnership Interest held by such
Partner.

         2.2 Definition of Capital Contributions. For purposes of this
Agreement, "Capital Contribution" means, for any Partner, the amount of money
plus the fair market value of property that the Partner contributes to the
capital of the Partnership pursuant to this Section 2.

2.3 Capital Contributions by Partners.

                   (a) Initial Contributions. Silver King Broadcasting of
Dallas, Inc. hereby assigns to the Partnership as a Capital Contribution all of
its right, interest and title in and to the licenses, permits, and
authorizations issued by the Federal Communications Commission and now held by
Silver King Broadcasting of Dallas, Inc., in connection with the business and
operations of the Station which are set forth on Attachment A hereto. The
Partners agree that such licenses, permits, and authorizations have a fair
market value equal to the value assigned thereto on

                                       2
   3
the books of Silver King Broadcasting of Dallas, Inc. UHF Investments, Inc.
shall make a pro rata cash contribution to the Partnership.

                   (b) Additional Contributions. The Partners shall make
additional Capital Contributions to the Partnership as shall be mutually agreed
upon by both Partners.

         2.4 Holding of Title. Title to all Partnership assets shall be held in
the Partnership name.

         2.5 Exculpation. A Partner, and its stockholders, affiliates, agents,
and representatives shall not be liable, in damages or otherwise, to the
Partnership or to any other Partner for any loss that arises out of any acts
performed or omitted by it pursuant to the authority granted by this Agreement
except where any act or omission constitutes gross negligence or willful
misconduct. A Partner shall look solely to the assets of the Partnership for
return of the Partner's investment, and if the property of the Partnership
remaining after the discharge of the debts and liabilities of the Partnership is
insufficient to return a Partner's investment, a Partner shall have no recourse
against any other Partner.

2.6 Permitted Transactions.

                   (a) Other Businesses. Any Partner (and any stockholder,
affiliate, agent, or representative of a Partner) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, whether currently existing or hereafter created, including
business ventures engaged in the acquisition, ownership, operation, or
management of television stations. Neither the Partnership nor any Partner shall
have any rights in or to any independent ventures of any of the Partners or to
the income or profits derived therefrom, nor shall any Partner have any
obligation to any other Partner with respect to any such enterprise or related
transaction.

                                       3
   4
                   (b) Transactions with Partners and Affiliates. Nothing in
this Agreement shall preclude transactions between the Partnership and a Partner
or a stockholder, affiliate, agent, or representative of a Partner.

SECTION 3 CAPITAL ACCOUNTS DISTRIBUTIONS, PROFITS AND LOSSES.

3.1 Capital Accounts.

                   (a) Generally. A separate "Capital Account" shall be
maintained for each Partner in accordance with the Internal Revenue Code of 1986
(the "Code") and the Treasury Regulations thereunder. Subject to any contrary
requirements of the Code and the Treasury Regulations thereunder, each Partner's
Capital Account shall be (a) increased by (1) the amount of any cash contributed
to the Partnership by the Partner; (2) the fair market value of any property
contributed by the Partner to the Partnership (net of liabilities secured by the
contributed property that the Partnership is considered to assume or take
subject to under Section 752 of the Code); (2) any amount deemed contributed
pursuant to Treasury Regulations Section 1.704l(b)(2)(iv)(c) or any amount paid
to any person or entity in satisfaction of a liability of the Partnership; (4)
allocations to the Partner of Profits or items of income or gain pursuant to
Section 3.3; (5) allocations to the Partner of unrealized gain pursuant to
Section 3.1(b); and (6) other additions made in accordance with the Code and the
Treasury Regulations thereunder; and (b) decreased by (1) the amount of money
distributed to the Partner by the Partnership; (2) the fair market value
(without regard to Section 7701(g) of the Code) of property distributed to the
Partner by the Partnership (net of liabilities secured by the distributed
property that the Partner is considered to assume or take subject to under
Section 752 of the Code); (3) any amount deemed distributed pursuant to Treasury
Regulations Section 1.704-l(b)(2)(iv)(c); (4) allocations to the Partner of
Losses or items of expense, deduction, or loss pursuant to Section 3.3; (5)
allocations to the Partner of unrealized loss pursuant to Section 3.1(b); and
(6) other reductions made in accordance with the Code and the Treasury
Regulations thereunder.

                   (b) Distributions in Kind. If any property is distributed to
a Partner in kind, the Capital Accounts of the Partners shall be adjusted
immediately prior to such distribution to reflect the manner in which the
unrealized income, gain, loss and deduction inherent in such property (that has
not been reflected in the Capital Accounts previously) would have been allocated
between the Partners under Section 3.3 if there had been a taxable disposition
of the property for its fair market value. 3.2 Distributions.

                   (a) Distributions Prior to Dissolution. The Partnership may
distribute cash or property of the Partnership to the Partners

                                       4
   5
prior to the dissolution of the Partnership at the discretion of the Managing
Partner, and any such distributions shall be made to the Partners in proportion
to their Capital Contributions until the Partners have received distributions
equal to their respective Capital Contributions and thereafter to the Partners
in accordance with their Partnership Interests.

                   (b) Distributions on Dissolution and Termination of the
Partnership. Cash or property of the Partnership available for distribution
incident to the dissolution and termination of the Partnership, as provided for
in Section 6, shall be distributed to the Partners in accordance with their
respective positive Capital Account balances, determined after allocation of
Profits and Losses, including allocations pursuant to Section 3.3(d). Without
limiting the effect of the foregoing sentence, the Partners intend that cash or
property of the Partnership available for distribution incident to the
dissolution and termination of the Partnership will be distributed to the
Partners in proportion to their Capital Contributions until the Partners have
received distributions equal to their respective Capital Contributions and
thereafter to the Partners in accordance with their Partnership Interests.

3.3 Allocations of Profits and Losses.

                   (a) Definition of Profits and Losses. "Profits" and "Losses"
mean the annual income and loss, respectively, of the Partnership for a fiscal
year (or portion thereof) as determined by the Partnership's accountants in
accordance with principles applied in determining income, gains, expenses,
deductions, and losses reported by the Partnership for federal income tax
purposes on its partnership tax return, including, as applicable, any gain or
loss from the sale, exchange, or other disposition of assets.

                   (b) Allocations of Losses Prior to Liquidation. Except as
otherwise provided in this Agreement, all Losses and all expenditures of the
Partnership that are not deductible in computing taxable income and are not
capital expenditures, including expenditures described in Sections 705(a)(2)(B)
and 709(a) of the Code, shall be allocated for each fiscal year (or portion
thereof) between the Partners as follows:

                            (1) First, to the Partners with positive balances in
their Capital Accounts, to the extent of, and in proportion to, those positive
balances: and

                            (2) Second, to the Partners in accordance with their
Partnership Interests.

                   (c) Allocations of Profits Prior to Liquidation. Except as
otherwise provided in this Agreement, all Profits and

                                       5
   6
tax-exempt income and gain shall be allocated for each fiscal year (or portion
thereof) between the Partners as follows:

                            (1) First, to Partners having deficit balances in
their Capital Accounts to the extent of, and in proportion to, those deficits;

                            (2) Second, to the Partners in accordance with their
Partnership Interests.

                   (d) Allocation of Gain or Loss Upon Liquidation.
Notwithstanding Section 3.3(b) and Section 3.3(c), gain or loss recognized upon
any sale, exchange, or other disposition of any assets of the Partnership
incident to the dissolution and termination of the Partnership shall be
allocated between the Partners so as to cause the credit balance in each
Partner's Capital Account to equal, as nearly as possible, the amount each
Partner would receive in a distribution on dissolution, if the distribution were
made in accordance with the Partners' intentions as described in Section 3.2(b).

                   (e) Section 704(c) and Similar Allocations. Gain or loss with
respect to any property contributed to the Partnership by a Partner shall be
allocated between the Partners, solely for tax purposes, in accordance with the
principles of Section 704(c) of the Code and the Treasury Regulations
promulgated thereunder, so as to take into account the variation, if any,
between the fair market value and the adjusted basis of such property at the
time of contribution. To the maximum extent permitted under Section 704(c) of
the Code and the Treasury Regulations promulgated thereunder, deductions
attributable to contributed property shall be allocated to the noncontributing
Partners based on the fair market value of such property at the time of
contribution, and all remaining deductions shall be allocated to the
contributing Partner.

SECTION 4 RIGHTS, POWERS, AND DUTIES OF THE PARTNERS.

         4.1 General. UHF Investments, Inc. shall be the Managing Partner of the
Partnership. The Managing Partner shall have full and complete charge of all
affairs of the Partnership, and the management and control of the Partnership's
business shall rest exclusively with the Managing Partner.

         4.2 Specific Rights, Powers, and Duties. The Managing Partner shall be
responsible for the management and operations of the Partnership and shall have
all powers necessary to manage and control the Partnership and to conduct its
business.

SECTION 5 TRANSFER OF PARTNERSHIP INTERESTS.

                                       6
   7
         5.1 Transfers Prohibited. Subject to Section 6.2, the interest of a
Partner in the Partnership may not be assigned, transferred, or otherwise
disposed of except with the prior written consent of the other Partner.

SECTION 6 DISSOLUTION AND TERMINATION.

         6.1 Events of Dissolution. The Partnership shall dissolve upon the
earliest to occur of:

                   (a) an election to dissolve the Partnership made by the
Partners;

                   (b) the "Bankruptcy" (as defined in the Act) of the
Partnership or any Partner:

                   (c) the sale, exchange, or other disposition of all or
substantially all the assets of the Partnership:

                   (d) the happening of any event that, under the Act, causes
the dissolution of a partnership; or

(e) August 31, 2010.

         6.2 Upon dissolution, the proceeds from the liquidation of Partnership
assets, after payment of the just debts and liabilities of the Partnership and
any expenses incurred in dissolving and winding up the Partnership, shall be
distributed to the Partners in accordance with their Partnership Interests.

         6.3 Upon the dissolution, winding up, and termination of the
Partnership, no Partner shall be entitled to transact business for or in the
name of the Partnership, to represent itself as a Partner in the Partnership, or
to otherwise imply in any manner that the Partnership is still in existence.

6.4 Liquidation.

                   (a) Actions by Liquidator. Upon the dissolution and
termination of the Partnership, the Managing Partner shall act as Liquidator to
wind up the Partnership. The Liquidator shall have full power and authority to
sell, assign, and encumber any of the Partnership's assets and to wind up and
liquidate the affairs of the Partnership in an orderly and businesslike manner.

                   (b) Distribution of Proceeds. The proceeds of liquidation,
after payment of the debts and liabilities of the Partnership (including any
loans made by the Partners or any of their affiliates to the Partnership),
payment of the expenses of liquidation, and the establishment of any reserves
that the Liquidator reasonably deems necessary for potential or contingent

                                       7
   8
liabilities of the Partnership, shall be distributed to the Partners as provided
in Section 3.2(b).

         6.5 Effect of Withdrawal or Bankruptcy of Managing Partner. The
withdrawal or Bankruptcy of the Managing Partner shall not alter the allocations
and distributions to be made to the Partners pursuant to this Agreement.

SECTION 7 AMENDMENTS TO AGREEMENT.

         No amendment to this Agreement shall be effective unless evidenced by a
writing executed by both Partners. Any amendment made hereunder shall be
effective as of the date specified in the amendment.

SECTION 8 GENERAL TERMS.

         8.1 Titles and Captions. All section or paragraph titles or captions
contained in this Agreement and the order of sections and paragraphs are for
convenience only and shall not be deemed part of this Agreement.

         8.2 Further Action. The parties shall execute and deliver all
documents, provide all information and take all actions that are necessary or
appropriate to achieve the purposes of this Agreement.

         8.3 Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.

         8.4 Agreement Binding. This Agreement shall inure to the benefit of and
be binding upon the heirs, executors, administrators, successors and assigns of
the parties.

         8.5 Separability of Provisions. Each provision of this Agreement shall
be considered separable and if for any reason any provision which is not
essential to the effectuation of the basic purpose of this Agreement is
determined to be invalid or unenforceable, such invalidity or unenforceability
shall not impair the operation of or otherwise affect those provisions of this
Agreement which are valid.

         8.6 Counterparts. This Agreement may be executed in several
counterparts and, as so executed, shall constitute one agreement, binding on all
the parties. Any counterpart of this Agreement or of any amendment, which has
attached to it separate signature pages, which altogether contain the signatures
of both Partners, shall for all purposes be deemed a fully executed instrument.

                                       8
   9
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.

                                           UHF INVESTMENTS, INC.


                                  By:      /s/ Michael Drayer
                                           ____________________________________
                                           Michael Drayer, - Vice President

                                           SILVER KING BROADCASTING OF
                                             DALLAS, INC.

                                  By:      /s/ Michael Drayer
                                           ____________________________________
                                           Michael Drayer, - Secretary

                                       9
   10
                                  Attachment A

                          SKDA BROADCASTING PARTNERSHIP

KHSX-TV  Main Station License - Expires August 1, 1998
WLG-539  TV STL(1)
WHS-572  TV STL 
WHS-596  TV ICR



- --------
(1) The auxiliary licenses listed for each Subsidiary expire on the same date as
the license of the Main Station with which they are used.

                                       10

EX-3.107

   1
                                                                   Exhibit 3.107


                              PARTNERSHIP AGREEMENT
                                       OF
                          SKHO BROADCASTING PARTNERSHIP

         This PARTNERSHIP AGREEMENT (the "Agreement") is executed as of the 29th
day of July 1994, by and between UHF Investments, Inc., a Delaware corporation,
and Silver King Broadcasting of Houston, Inc., a Delaware corporation.

                                     RECITAL

         The parties to this Agreement desire to enter into this Agreement to
provide for the formation of a general partnership, the allocation of profits
and losses, cash flow, and other proceeds of the Partnership between the
Partners, the respective rights, obligations, and interests of the Partners to
each other and to the Partnership, and certain other matters.

                                    AGREEMENT

         In consideration of the mutual covenants and agreements set forth in
this Agreement, the parties agree as follows:

SECTION 1 THE PARTNERSHIP AND ITS BUSINESS.

         1.1 Formation and Continuation. The parties to this Agreement (the
"Partners") hereby form a general partnership (the "Partnership") under the
Uniform Partnership Act of the State of Delaware (the "Act"). The rights and
liabilities of the Partners shall be as provided in the Act, except as expressly
provided in this Agreement.

         1.2 Partnership Name. The name of the Partnership is "SKHO Broadcasting
Partnership."

         1.3 Term of Partnership. The term of the Partnership shall commence on
the date of this Agreement and shall continue until terminated in accordance
with Section 6.

         1.4 Purposes of the Partnership. The purposes of the Partnership shall
be to hold all licenses, permits, and authorizations issued by the Federal
Communications Commission, now or in the future, in connection with the business
and operations of television station KHSH-TV, Alvin, Texas (the "Station"); to
use such licenses, permits, and authorizations in the conduct of the business of
such television station by Silver King Broadcasting of Houston, Inc.; and to do
all other things necessary, appropriate, or advisable in connection with those
purposes.
   2

         1.5 Principal Place of Business. The principal place of business of the
Partnership shall be located at 12425 28th Street North, Suite 300 St.
Petersburg, Florida 33716, or any other place that the Partners may elect.

         1.6 Fiscal Year. The fiscal year of the Partnership shall end August
31, of each year.

SECTION 2 PARTNERSHIP INTERESTS; CAPITAL CONTRIBUTIONS.

         2.1 Partnership Interest. Except as otherwise provided herein, the
interest of each Partner in the Partnership and in all of the Partnership assets
shall be as follows:



                                                                      
                  UHF Investments, Inc.                                   1%
                  Silver King Broadcasting of Houston, Inc.              99%


Such interest is hereinafter referred to as such Partner's "Partnership
Interest" in the Partnership.

                  (a) The respective capital account of each Partner shall
reflect the Partnership Interest of each Partner, adjusted as provided in this
Agreement.

                  (b) Each Partner shall receive the same percentage of the net
profits and losses of the Partnership as the Partnership Interest held by such
Partner.

         2.2 Definition of Capital Contributions. For purposes of this
Agreement, "Capital Contribution" means, for any Partner, the amount of money
plus the fair market value of property that the Partner contributes to the
capital of the Partnership pursuant to this Section 2.

         2.3 Capital Contributions by Partners.

                  (a) Initial Contributions. Silver King Broadcasting of
Houston, Inc. hereby assigns to the Partnership as a Capital Contribution all of
its right, interest and title in and to the licenses, permits, and
authorizations issued by the Federal Communications Commission and now held by
Silver King Broadcasting of Houston, Inc., in connection with the business and
operations of the Station which are set forth on Attachment A hereto. The
Partners agree that such licenses, permits, and authorizations have a fair
market value equal to the value assigned thereto on the books of Silver King
Broadcasting of Houston, Inc. UHF Investments, Inc. shall make a pro rata cash
contribution to the Partnership.

                                      -2-
   3
                  (b) Additional Contributions. The Partners shall make
additional Capital Contributions to the Partnership as shall be mutually agreed
upon by both Partners.

         2.4 Holding of Title. Title to all Partnership assets shall be held in
the Partnership name.

         2.5 Exculpation. A Partner, and its stockholders, affiliates, agents,
and representatives shall not be liable, in damages or otherwise, to the
Partnership or to any other Partner for any loss that arises out of any acts
performed or omitted by it pursuant to the authority granted by this Agreement
except where any act or omission constitutes gross negligence or willful
misconduct. A Partner shall look solely to the assets of the Partnership for
return of the Partner's investment, and if the property of the Partnership
remaining after the discharge of the debts and liabilities of the Partnership is
insufficient to return a Partner's investment, a Partner shall have no recourse
against any other Partner.

         2.6 Permitted Transactions.

                  (a) Other Businesses. Any Partner (and any stockholder,
affiliate, agent, or representative of a Partner) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, whether currently existing or hereafter created, including
business ventures engaged in the acquisition, ownership, operation, or
management of television stations. Neither the Partnership nor any Partner shall
have any rights in or to any independent ventures of any of the Partners or to
the income or profits derived therefrom, nor shall any Partner have any
obligation to any other Partner with respect to any such enterprise or related
transaction.

                  (b) Transactions with Partners and Affiliates. Nothing in this
Agreement shall preclude transactions between the Partnership and a Partner or a
stockholder, affiliate, agent, or representative of a Partner.

SECTION 3 CAPITAL ACCOUNTS, DISTRIBUTIONS, PROFITS, AND LOSSES.

         3.1 Capital Accounts.

                  (a) Generally. A separate "Capital Account" shall be
maintained for each Partner in accordance with the Internal Revenue Code of 1986
(the "Code") and the Treasury Regulations thereunder. Subject to any contrary
requirements of the Code and the Treasury Regulations thereunder, each Partner's
Capital Account shall be (a) increased by (1) the amount of any cash

                                      -3-
   4
contributed to the Partnership by the Partner; (2) the fair market value of any
property contributed by the Partner to the Partnership (net of liabilities
secured by the contributed property that the Partnership is considered to assume
or take subject to under Section 752 of the Code); (3) any amount deemed
contributed pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(c) or any
amount paid to any person or entity in satisfaction of a liability of the
Partnership; (4) allocations to the Partner of Profits or items of income or
gain pursuant to Section 3.3; (5) allocations to the Partner of unrealized gain
pursuant to Section 3.1(b); and (6) other additions made in accordance with the
Code and the Treasury Regulations thereunder; and (b) decreased by (1) the
amount of money distributed to the Partner by the Partnership; (2) the fair
market value (without regard to Section 7701(g) of the Code) of property
distributed to the Partner by the Partnership (net of liabilities secured by the
distributed property that the Partner is considered to assume or take subject to
under Section 752 of the Code); (3) any amount deemed distributed pursuant to
Treasury Regulations Section 1.704-l(b)(2)(iv)(c); (4) allocations to the
Partner of Losses or items of expense, deduction, or loss pursuant to Section
3.3; (5) allocations to the Partner of unrealized loss pursuant to Section
3.1(b); and (6) other reductions made in accordance with the Code and the
Treasury Regulations thereunder.

                  (b) Distributions in Kind. If any property is distributed to a
Partner in kind, the Capital Accounts of the Partners shall be adjusted
immediately prior to such distribution to reflect the manner in which the
unrealized income, gain, loss and deduction inherent in such property (that has
not been reflected in the Capital Accounts previously) would have been allocated
between the Partners under Section 3.3 if there had been a taxable disposition
of the property for its fair market value.

         3.2 Distributions.

                  (a) Distributions Prior to Dissolution. The Partnership may
distribute cash or property of the Partnership to the Partners prior to the
dissolution of the Partnership at the discretion of the Managing Partner, and
any such distributions shall be made to the Partners in proportion to their
Capital Contributions until the Partners have received distributions equal to
their respective Capital Contributions and thereafter to the Partners in
accordance with their Partnership Interests.

                  (b) Distributions on Dissolution and Termination of the
Partnership. Cash or property of the Partnership available for distribution
incident to the dissolution and termination of the Partnership, as provided for
in Section 6, shall be

                                      -4-
   5
distributed to the Partners in accordance with their respective positive Capital
Account balances, determined after allocation of Profits and Losses, including
allocations pursuant to Section 3.3(d). Without limiting the effect of the
foregoing sentence, the Partners intend that cash or property of the Partnership
available for distribution incident to the dissolution and termination of the
Partnership will be distributed to the Partners in proportion to their Capital
Contributions, until the Partners have received distributions equal to their
respective Capital Contributions and thereafter to the Partners in accordance
with their Partnership Interests.

         3.3 Allocations of Profits and Losses.

                  (a) Definition of Profits and Losses. "Profits" and "Losses"
mean the annual income and loss, respectively, of the Partnership for a fiscal
year (or portion thereof) as determined by the Partnership's accountants in
accordance with principles applied in determining income, gains, expenses,
deductions, and losses reported by the Partnership for federal income tax
purposes on its partnership tax return, including, as applicable, any gain or
loss from the sale, exchange, or other disposition of assets.

                  (b) Allocations of Losses Prior to Liquidation. Except as
otherwise provided in this Agreement, all Losses and all expenditures of the
Partnership that are not deductible in computing taxable income and are not
capital expenditures, including expenditures described in Sections 705(a)(2)(B)
and 709(a) of the Code, shall be allocated for each fiscal year (or portion
thereof) between the Partners as follows:

                           (1) First, to the Partners with positive balances in
their Capital Accounts, to the extent of, and in proportion to, those positive
balances; and

                           (2) Second, to the Partners in accordance with their
Partnership Interests.

                  (c) Allocations of Profits Prior to Liquidation. Except as
otherwise provided in this Agreement, all Profits and tax-exempt income and gain
shall be allocated for each fiscal year (or portion thereof) between the
Partners as follows:

                           (1) First, to Partners having deficit balances in
their Capital Accounts to the extent of, and in proportion to, those deficits;

                           (2) Second, to the Partners in accordance with their
Partnership Interests.

                                      -5-
   6
                  (d) Allocation of Gain or Loss Upon Liquidation.
Notwithstanding Section 3.3(b) and Section 3.3(c), gain or loss recognized upon
any sale, exchange, or other disposition of any assets of the Partnership
incident to the dissolution and termination of the Partnership shall be
allocated between the Partners so as to cause the credit balance in each
Partner's Capital Account to equal, as nearly as possible, the amount each
Partner would receive in a distribution on dissolution, if the distribution were
made in accordance with the Partners' intentions as described in Section 3.2(b).

                  (e) Section 704(c} and Similar Allocations. Gain or loss with
respect to any property contributed to the Partnership by a Partner shall be
allocated between the Partners, solely for tax purposes, in accordance with the
principles of Section 704(c) of the Code and the Treasury Regulations
promulgated thereunder, so as to take into account the variation, if any,
between the fair market value and the adjusted basis of such property at the
time of contribution. To the maximum extent permitted under Section 704(c) of
the Code and the Treasury Regulations promulgated thereunder, deductions
attributable to contributed property shall be allocated to the noncontributing
Partners based on the fair market value of such property at the time of
contribution, and all remaining deductions shall be allocated to the
contributing Partner.

SECTION 4 RIGHTS POWERS AND DUTIES OF THE PARTNERS.

         4.1 General. UHF Investments, Inc. shall be the Managing Partner of the
Partnership. The Managing Partner shall have full and complete charge of all
affairs of the Partnership, and the management and control of the Partnership's
business shall rest exclusively with the Managing Partner.

         4.2 Specific Rights, Powers, and Duties. The Managing Partner shall be
responsible for the management and operations of the Partnership and shall have
all powers necessary to manage and control the Partnership and to conduct its
business.

SECTION 5 TRANSFER OF PARTNERSHIP INTERESTS.

         5.1 Transfers Prohibited. Subject to Section 6.2, the interest of a
Partner in the Partnership may not be assigned, transferred, or otherwise
disposed of except with the prior written consent of the other Partner.

SECTION 6 DISSOLUTION AND TERMINATION.

                                      -6-
   7
         6.1 Events of Dissolution. The Partnership shall dissolve upon the
earliest to occur of:

                  (a) an election to dissolve the Partnership made by the
Partners;

                  (b) the "Bankruptcy" (as defined in the Act) of the
Partnership or any Partner;

                  (c) the sale, exchange, or other disposition of all or
substantially all the assets of the Partnership;


                  (d) the happening of any event that, under the Act, causes the
dissolution of a partnership; or

                  (e) August 31, 2010.

         6.2 Upon dissolution, the proceeds from the liquidation of Partnership
assets, after payment of the just debts and liabilities of the Partnership and
any expenses incurred in dissolving and winding up the Partnership, shall be
distributed to the Partners in accordance with their Partnership Interests.

         6.3 Upon the dissolution, winding up, and termination of the
Partnership, no Partner shall be entitled to transact business for or in the
name of the Partnership, to represent itself as a Partner in the Partnership, or
to otherwise imply in any manner that the Partnership is still in existence.

         6.4 Liquidation.

                  (a) Actions by Liquidator. Upon the dissolution and
termination of the Partnership, the Managing Partner shall act as liquidator to
wind up the Partnership. The liquidator shall have full power and authority to
sell, assign, and encumber any of the Partnership's assets and to wind up and
liquidate the affairs of the Partnership in an orderly and businesslike manner.

                  (b) Distribution of Proceeds. The proceeds of liquidation,
after payment of the debts and liabilities of the Partnership (including any
loans made by the Partners or any of their affiliates to the Partnership),
payment of the expenses of liquidation, and the establishment of any reserves
that the liquidator reasonably deems necessary for potential or contingent
liabilities of the Partnership, shall be distributed to the Partners as provided
in Section 3.2(b).

         6.5 Effect of Withdrawal or Bankruptcy of Managing Partner. The
withdrawal or Bankruptcy of the Managing Partner shall not

                                      -7-
   8
alter the allocations and distributions to be made to the Partners pursuant to
this Agreement.

SECTION 7 AMENDMENTS TO AGREEMENT.

         No amendment to this Agreement shall be effective unless evidenced by a
writing executed by both Partners. Any amendment made hereunder shall be
effective as of the date specified in the amendment.

SECTION 8 GENERAL TERMS.

         8.1 Titles and Cautions. All section or paragraph titles or captions
contained in this Agreement and the order of sections and paragraphs are for
convenience only and shall not be deemed part of this Agreement.

         8.2 Further Action. The parties shall execute and deliver all
documents, provide all information and take all actions that are necessary or
appropriate to achieve the purposes of this Agreement.

         8.3 Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.

         8.4 Agreement Binding. This Agreement shall inure to the benefit of and
be binding upon the heirs, executors, administrators, successors and assigns of
the parties.

         8.5 Separability of Provisions. Each provision of this Agreement shall
be considered separable and if for any reason any provision which is not
essential to the effectuation of the basic purpose of this Agreement is
determined to be invalid or unenforceable, such invalidity or unenforceability
shall not impair the operation of or otherwise affect those provisions of this
Agreement which are valid.

         8.6 Counterparts. This Agreement may be executed in several
counterparts and, as so executed, shall constitute one agreement, binding on all
the parties. Any counterpart of this Agreement or of any amendment, which has
attached to it separate signature pages, which altogether contain the signatures
of both Partners, shall for all purposes be deemed a fully executed instrument.

                                      -8-
   9
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.

                                       UHF INVESTMENTS, INC.



                                       By:      /s/ Michael Drayer
                                             __________________________________
                                             Michael Drayer, Vice President

                                       SILVER KING BROADCASTING OF HOUSTON, INC.

                                       By:      /s/ Michael Drayer
                                             __________________________________
                                             Michael Drayer, Secretary

                                      -9-
   10
                                  Attachment A

                          SKHO BROADCASTING PARTNERSHIP

KHSH-TV Main Station License - Expires August 1, 1998

KPG-787 R/P Base Station
KPH-625 R/P Base Station
WLF-782 TV STL

E861096  Receive-Only - Expires November 14, 1996

EX-3.108

   1
                                                                   Exhibit 3.108


                              PARTNERSHIP AGREEMENT
                                       OF
                          SKIL BROADCASTING PARTNERSHIP

         This PARTNERSHIP AGREEMENT (the "Agreement") is executed as of the 29th
day of July 1994, by and between UHF Investments, Inc., a Delaware corporation,
and Silver King Broadcasting of Illinois, Inc., a Delaware corporation.

                                     RECITAL

         The parties to this Agreement desire to enter into this Agreement to
provide for the formation of a general partnership, the allocation of profits
and losses, cash flow, and other proceeds of the Partnership between the
Partners, the respective rights, obligations, and interests of the Partners to
each other and to the Partnership, and certain other matters.

                                    AGREEMENT

         In consideration of the mutual covenants and agreements set forth in
this Agreement, the parties agree as follows:

SECTION l THE PARTNERSHIP AND ITS BUSINESS.

         1.1 Formation and Continuation. The parties to this Agreement (the
"Partners") hereby form a general partnership (the "Partnership") under the
Uniform Partnership Act of the State of Delaware (the "Act"). The rights and
liabilities of the Partners shall be as provided in the Act, except as expressly
provided in this Agreement.

         1.2 Partnership Name. The name of the Partnership is "SKIL Broadcasting
Partnership."

         1.3 Term of Partnership. The term of the Partnership shall commence on
the date of this Agreement and shall continue until terminated in accordance
with Section 6.

         1.4 Purposes of the Partnership. The purposes of the Partnership shall
be to hold all licenses, permits, and authorizations issued by the Federal
Communications Commission, now or in the future, in connection with the business
and operations of television station WEHS-TV, Aurora, Illinois (the "Station");
to use such licenses, permits, and authorizations in the conduct of the business
of such television station by Silver King Broadcasting of Illinois, Inc.; and to
do all other things necessary, appropriate, or advisable in connection with
those purposes!
   2
         1.5 Principal Place of Business. The principal place of business of the
Partnership shall be located at 12425 28th Street North, Suite 300 St.
Petersburg, Florida 33716, or any other place that the Partners may elect.

         1.6 Fiscal Year. The fiscal year of the Partnership shall end August
31, of each year.

SECTION 2 PARTNERSHIP INTERESTS; CAPITAL CONTRIBUTIONS.

         2.1 Partnership Interest. Except as otherwise provided herein, the
interest of each Partner in the Partnership and in all of the Partnership assets
shall be as follows:



                                                                         
                  UHF Investments, Inc.                                      1%
                  Silver King Broadcasting of Illinois, Inc.                99%


Such interest is hereinafter referred to as such Partner's "Partnership
Interest" in the Partnership.

                  (a) The respective capital account of each Partner shall
reflect the Partnership Interest of each Partner, adjusted as provided in this
Agreement.

                  (b) Each Partner shall receive the same percentage of the net
profits and losses of the Partnership as the Partnership Interest held by such
Partner.

         2.2 Definition of Capital Contributions. For purposes of this
Agreement, "Capital Contribution" means, for any Partner, the amount of money
plus the fair market value of property that the Partner contributes to the
capital of the Partnership pursuant to this Section 2.

         2.3 Capital Contributions by Partners.

                  (a) Initial Contributions. Silver King Broadcasting of
Illinois, Inc. hereby assigns to the Partnership as a Capital Contribution all
of its right, interest and title in and to the licenses, permits, and
authorizations issued by the Federal Communications Commission and now held by
Silver King Broadcasting of Illinois, Inc., in connection with the business and
operations of the Station which are set forth on Attachment A hereto. The
Partners agree that such licenses, permits, and authorizations have a fair
market value equal to the value assigned thereto on the books of Silver King
Broadcasting of Illinois, Inc. UHF Investments, Inc. shall make a pro rata cash
contribution to the Partnership.

                                      -2-
   3
                  (b) Additional Contributions. The Partners shall make
additional Capital Contributions to the Partnership as shall be mutually agreed
upon by both Partners.

         2.4 Holding of Title. Title to all Partnership assets shall be held in
the Partnership name.

         2.5 Exculpation. A Partner, and its stockholders, affiliates, agents,
and representatives shall not be liable, in damages or otherwise, to the
Partnership or to any other Partner for any loss that arises out of any acts
performed or omitted by it pursuant to the authority granted by this Agreement
except where any act or omission constitutes gross negligence or willful
misconduct. A Partner shall look solely to the assets of the Partnership for
return of the Partner's investment, and if the property of the Partnership
remaining after the discharge of the debts and liabilities of the Partnership is
insufficient to return a Partner's investment, a Partner shall have no recourse
against any other Partner.

         2.6 Permitted Transactions.

                  (a) Other Businesses. Any Partner (and any stockholder,
affiliate, agent, or representative of a Partner) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, whether currently existing or hereafter created, including
business ventures engaged in the acquisition, ownership, operation, or
management of television stations. Neither the Partnership nor any Partner shall
have any rights in or to any independent ventures of any of the Partners or to
the income or profits derived therefrom, nor shall any Partner have any
obligation to any other Partner with respect to any such enterprise or related
transaction.

                  (b) Transactions with Partners and Affiliates. Nothing in this
Agreement shall preclude transactions between the Partnership and a Partner or a
stockholder, affiliate, agent, or representative of a Partner.

SECTION 3 CAPITAL ACCOUNTS, DISTRIBUTIONS, PROFITS AND LOSSES.

         3.1 Capital Accounts.

                  (a) Generally. A separate "Capital Account" shall be
maintained for each Partner in accordance with the Internal Revenue Code of 1986
(the "Code") and the Treasury Regulations thereunder. Subject to any contrary
requirements of the Code and the Treasury Regulations thereunder, each Partner's
Capital

                                      -3-
   4
Account shall be (a) increased by (1) the amount of any cash contributed to the
Partnership by the Partner; (2) the fair market value of any property
contributed by the Partner to the Partnership (net of liabilities secured by the
contributed property that the Partnership is considered to assume or take
subject to under Section 752 of the Code) (3) any amount deemed contributed
pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(c) or any amount paid
to any person or entity in satisfaction of a liability of the Partnership, (4)
allocations to the Partner of Profits or items of income or gain pursuant to
Section 3.3; (5) allocations to the Partner of unrealized gain pursuant to
Section 3.1(b); and (6) other additions made in accordance with the Code and the
Treasury Regulations thereunder; and (b) decreased by (1) the amount of money
distributed to the Partner by the Partnership; (2) the fair market value
(without regard to Section 7701(g) of the Code) of property distributed to the
Partner by the Partnership (net of liabilities secured by the distributed
property that the Partner is considered to assume or take subject to under
Section 752 of the Code); (3) any amount deemed distributed pursuant to Treasury
Regulations Section 1.704-l(b)(2)(iv)(c); (4) allocations to the Partner of
Losses or items of expense, deduction, or loss pursuant to Section 3.3; (5)
allocations to the Partner of unrealized loss pursuant to Section 3.1(b); and
(6) other reductions made in accordance with the Code and the Treasury
Regulations thereunder.

                  (b) Distributions in Kind. If any property is distributed to a
Partner in kind, the Capital Accounts of the Partners shall be adjusted
immediately prior to such distribution to reflect the manner in which the
unrealized income, gain, loss and deduction inherent in such property (that has
not been reflected in the Capital Accounts previously) would have been allocated
between the Partners under Section 3.3 if there had been a taxable disposition
of the property for its fair market value.

         3.2 Distributions.

                  (a) Distributions Prior to Dissolution. The Partnership may
distribute cash or property of the Partnership to the Partners prior to the
dissolution of the Partnership at the discretion of the Managing Partner, and
any such distributions shall be made to the Partners in proportion to their
Capital Contributions until the Partners have received distributions equal to
their respective Capital Contributions and thereafter to the Partners in
accordance with their Partnership Interests.

                  (b) Distributions on Dissolution and Termination of the
Partnership. Cash or property of the Partnership available for distribution
incident to the dissolution and termination of

                                      -4-
   5
the Partnership, as provided for in Section 6, shall be distributed to the
Partners in accordance with their respective positive Capital Account balances,
determined after allocation of Profits and Losses, including allocations
pursuant to Section 3.3(d). Without limiting the effect of the foregoing
sentence, the Partners intend that cash or property of the Partnership available
for distribution incident to the dissolution and termination of the Partnership
will be distributed to the Partners in proportion to their Capital Contributions
until the Partners have received distributions equal to their respective Capital
Contributions and thereafter to the Partners in accordance with their
Partnership Interests.

         3.3 Allocations of Profits and Losses.

                  (a) Definition of Profits and Losses. "Profits" and "Losses"
mean the annual income and loss, respectively, of the Partnership for a fiscal
year (or portion thereof) as determined by the Partnership's accountants in
accordance with principles applied in determining income, gains, expenses,
deductions, and losses reported by the Partnership for federal income tax
purposes on its partnership tax return, including, as applicable, any gain or
loss from the sale, exchange, or other disposition of assets.

                  (b) Allocations of Losses Prior to Liquidation. Except as
otherwise provided in this Agreement, all Losses and all expenditures of the
Partnership that are not deductible in computing taxable income and are not
capital expenditures, including expenditures described in Sections 705(a)(2)(B)
and 709(a) of the Code, shall be allocated for each fiscal year (or portion
thereof) between the Partners as follows:

                           (1) First, to the Partners with positive balances in
their Capital Accounts, to the extent of, and in proportion to, those positive
balances; and

                           (2) Second, to the Partners in accordance with their
Partnership Interests.

                  (c) Allocations of Profits Prior to Liquidation. Except as
otherwise provided in this Agreement, all Profits and tax-exempt income and gain
shall be allocated for each fiscal year (or portion thereof) between the
Partners as follows:

                           (1) First, to Partners having deficit balances in
their Capital Accounts to the extent of, and in proportion to, those deficits;

                                      -5-
   6
                           (2) Second, to the Partners in accordance with their
Partnership Interests.

                  (d) Allocation of Gain or Loss Upon Liquidation.
Notwithstanding Section 3.3(b) and Section 3.3(c), gain or loss recognized upon
any sale, exchange, or other disposition of any assets of the Partnership
incident to the dissolution and termination of the Partnership shall be
allocated between the Partners so as to cause the credit balance in each
Partner's Capital Account to equal, as nearly as possible, the amount each
Partner would receive in a distribution on dissolution, if the distribution were
made in accordance with the Partners' intentions as described in Section 3.2(b).

                  (e) Section 704(c) and Similar Allocations. Gain or loss with
respect to any property contributed to the Partnership by a Partner shall be
allocated between the Partners, solely for tax purposes, in accordance with the
principles of Section 704(c) of the Code and the Treasury Regulations
promulgated thereunder, so as to take into account the variation, if any,
between the fair market value and the adjusted basis of such property at the
time of contribution. To the maximum extent permitted under Section 704(c) of
the Code and the Treasury Regulations promulgated thereunder, deductions
attributable to contributed property shall be allocated to the noncontributing
Partners based on the fair market value of such property at the time of
contribution, and all remaining deductions shall be allocated to the
contributing Partner.

SECTION 4 RIGHTS, POWERS AND DUTIES OF THE PARTNERS.

         4.1 General. UHF Investments, Inc. shall be the Managing Partner of the
Partnership. The Managing Partner shall have full and complete charge of all
affairs of the Partnership, and the management and control of the Partnership's
business shall rest exclusively with the Managing Partner.

         4.2 Specific Rights, Powers and Duties. The Managing Partner shall be
responsible for the management and operations of the Partnership and shall have
all powers necessary to manage and control the Partnership and to conduct its
business.

SECTION 5 TRANSFER OF PARTNERSHIP INTERESTS.

         5.1 Transfers Prohibited. Subject to Section 6.2, the interest of a
Partner in the Partnership may not be assigned, transferred, or otherwise
disposed of except with the prior written consent of the other Partner.

SECTION 6 DISSOLUTION AND TERMINATION.

                                      -6-
   7
         6.1 Events of Dissolution. The Partnership shall dissolve upon the
earliest to occur of:

                  (a) an election to dissolve the Partnership made by the
Partners;

                  (b) the "Bankruptcy" (as defined in the Act) of the
Partnership or any Partner;

                  (c) the sale, exchange, or other disposition of all or
substantially all the assets of the Partnership;

                  (d) the happening of any event that, under the Act, causes the
dissolution of a partnership; or

                  (e) August 31, 2010.

         6.2 Upon dissolution, the proceeds from the liquidation of Partnership
assets, after payment of the just debts and liabilities of the Partnership and
any expenses incurred in dissolving and winding up the Partnership, shall be
distributed to the Partners in accordance with their Partnership Interests.

         6.3 Upon the dissolution, winding up, and termination of the
Partnership, no Partner shall be entitled to transact business for or in the
name of the Partnership, to represent itself as a Partner in the Partnership, or
to otherwise imply in any manner that the Partnership is still in existence.

         6.4 Liquidation.

                  (a) Actions by Liquidator. Upon the dissolution and
termination of the Partnership, the Managing Partner shall act as liquidator to
wind up the Partnership. The liquidator shall have full power and authority to
sell, assign, and encumber any of the Partnership's assets and to wind up and
liquidate the affairs of the Partnership in an orderly and businesslike manner.

                  (b) Distribution of Proceeds. The proceeds of liquidation,
after payment of the debts and liabilities of the Partnership (including any
loans made by the Partners or any of their affiliates to the Partnership),
payment of the expenses of liquidation, and the establishment of any reserves
that the liquidator reasonably deems necessary for potential or contingent
liabilities of the Partnership, shall be distributed to the Partners as provided
in Section 3.2(b).

         6.5 Effect of Withdrawal or Bankruptcy of Managing Partner. The
withdrawal or Bankruptcy of the Managing Partner shall not

                                      -7-
   8
alter the allocations and distributions to be made to the Partners pursuant to
this Agreement.

SECTION 7 AMENDMENTS TO AGREEMENT.

         No amendment to this Agreement shall be effective unless evidenced by a
writing executed by both Partners. Any amendment made hereunder shall be
effective as of the date specified in the amendment.

SECTION 8 GENERAL TERMS.

         8.1 Titles and Captions. All section or paragraph titles or captions
contained in this Agreement and the order of sections and paragraphs are for
convenience only and shall not be deemed part of this Agreement.

         8.2 Further Action. The parties shall execute and deliver all
documents, provide all information and take all actions that are necessary or
appropriate to achieve the purposes of this Agreement.

         8.3 Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.

         8.4 Agreement Binding. This Agreement shall inure to the benefit of and
be binding upon the heirs, executors, administrators, successors and assigns of
the parties.

         8.5 Separability of Provisions. Each provision of this Agreement shall
be considered separable and if for any reason any provision which is not
essential to the effectuation of the basic purpose of this Agreement is
determined to be invalid or unenforceable, such invalidity or unenforceability
shall not impair the operation of or otherwise affect those provisions of this
Agreement which are valid.

         8.6 Counterparts. This Agreement may be executed in several
counterparts and, as so executed, shall constitute one agreement, binding on all
the parties. Any counterpart of this Agreement or of any amendment, which has
attached to it separate signature pages, which altogether contain the signatures
of both Partners, shall for all purposes be deemed a fully executed instrument.

                                      -8-
   9
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.

                                  UHF INVESTMENTS, INC.



                                  By:      /s/ Michael Drayer
                                        ________________________________________
                                        Michael Drayer, Vice President

                                  SILVER KING BROADCASTING OF ILLINOIS, INC.

                                  By:      /s/ Michael Drayer
                                        _______________________________________
                                        Michael Drayer, Secretary

                                      -9-
   10
                                  Attachment A

                          SKIL BROADCASTING PARTNERSHIP

WEHS-TV Main Station License - Expires December 1, 1997

WHS-256  TV STL
KPE-612  R/P Base Station
WME-823  TV ICR
WLE-761  TV STL
BLP01050 Low Power Auxiliary
KPM-357  Remote Pickup Automatic Relay
KPM-359  Remote Pickup Base Station
WHS-405  Aural STL
Pending Application for New Broadcast Auxiliary

EX-3.109

   1
                                                                   Exhibit 3.109


                              PARTNERSHIP AGREEMENT
                                       OF
                          SKMA BROADCASTING PARTNERSHIP

         This PARTNERSHIP AGREEMENT (the "Agreement") is executed as of the 29th
day of July 1994, by and between UHF Investments, Inc., a Delaware corporation,
and Silver King Broadcasting of Massachusetts, Inc., a Delaware corporation.

                                     RECITAL

         The parties to this Agreement desire to enter into this Agreement to
provide for the formation of a general partnership, the allocation of profits
and losses, cash flow, and other proceeds of the Partnership between the
Partners, the respective rights, obligations, and interests of the Partners to
each other and to the Partnership, and certain other matters.

                                    AGREEMENT

         In consideration of the mutual covenants and agreements set forth in
this Agreement, the parties agree as follows:

SECTION 1 THE PARTNERSHIP AND ITS BUSINESS.

         1.1 Formation and Continuation. The parties to this Agreement (the
"Partners") hereby form a general partnership (the "Partnership") under the
Uniform Partnership Act of the State of Delaware (the "Act"). The rights and
liabilities of the Partners shall be as provided in the Act, except as expressly
provided in this Agreement.

         1.2 Partnership Name. The name of the Partnership is "SKMA Broadcasting
Partnership."

         1.3 Term of Partnership. The term of the Partnership shall commence on
the date of this Agreement and shall continue until terminated in accordance
with Section 6.

         1.4 Purposes of the Partnership. The purposes of the Partnership shall
be to hold all licenses, permits, and authorizations issued by the Federal
Communications Commission, now or in the future, in connection with the business
and operations of television station WHSH-TV, Marlborough, Massachusetts (the
"Station"); to use such licenses, permits, and authorizations in the conduct of
the business of such television station by Silver King Broadcasting of
Massachusetts, Inc.; and to do all other things necessary, appropriate, or
advisable in connection with those purposes.
   2
         1.5 Principal Place of Business. The principal place of business of the
Partnership shall be located at 12425 28th Street North, Suite 300 St.
Petersburg, Florida 33716, or any other place that the Partners may elect.

         1.6 Fiscal Year. The fiscal year of the Partnership shall end August
31, of each year.

SECTION 2 PARTNERSHIP INTERESTS: CAPITAL CONTRIBUTIONS.

         2.1 Partnership Interest. Except as otherwise provided herein, the
interest of each Partner in the Partnership and in all of the Partnership assets
shall be as follows:



                                                                           
                  UHF Investments, Inc.                                        1%
                  Silver King Broadcasting of Massachusetts, Inc.             99%


Such interest is hereinafter referred to as such Partner's "Partnership
Interest" in the Partnership.

                  (a) The respective capital account of each Partner shall
reflect the Partnership Interest of each Partner, adjusted as provided in this
Agreement.

                  (b) Each Partner shall receive the same percentage of the net
profits and losses of the Partnership as the Partnership Interest held by such
Partner.

         2.2 Definition of Capital Contributions. For purposes of this
Agreement, "Capital Contribution" means, for any Partner, the amount of money
plus the fair market value of property that the Partner contributes to the
capital of the Partnership pursuant to this Section 2.

         2.3 Capital Contributions by Partners.

                  (a) Initial Contributions. Silver King Broadcasting of
Massachusetts, Inc. hereby assigns to the Partnership as a Capital Contribution
all of its right, interest and title in and to the licenses, permits, and
authorizations issued by the Federal Communications Commission and now held by
Silver King Broadcasting of Massachusetts, Inc., in connection with the business
and operations of the Station which are set forth on Attachment A hereto, The
Partners agree that such licenses, permits, and authorizations have a fair
market value equal to the value assigned thereto on the books of Silver King
Broadcasting of Massachusetts, Inc. UHF Investments, Inc. shall make a pro rata
cash contribution to the Partnership.

                                      -2-
   3
                  (b) Additional Contributions. The Partners shall make
additional Capital Contributions to the Partnership as shall be mutually agreed
upon by both Partners.

         2.4 Holding of Title. Title to all Partnership assets shall be held in
the Partnership name.

         2.5 Exculpation. A Partner, and its stockholders, affiliates, agents,
and representatives shall not be liable, in damages or otherwise, to the
Partnership or to any other Partner for any loss that arises out of any acts
performed or omitted by it pursuant to the authority granted by this Agreement
except where any act or omission constitutes gross negligence or willful
misconduct. A Partner shall look solely to the assets of the Partnership for
return of the Partner's investment, and if the property of the Partnership
remaining after the discharge of the debts and liabilities of the Partnership is
insufficient to return a Partner's investment, a Partner shall have no recourse
against any other Partner.

         2.6 Permitted Transactions.

                  (a) Other Businesses. Any Partner (and any stockholder,
affiliate, agent, or representative of a Partner) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, whether currently existing or hereafter created, including
business ventures engaged in the acquisition, ownership, operation, or
management of television stations. Neither the Partnership nor any Partner shall
have any rights in or to any independent ventures of any of the Partners or to
the income or profits derived therefrom, nor shall any Partner have any
obligation to any other Partner with respect to any such enterprise or related
transaction.

                  (b) Transactions with Partners and Affiliates. Nothing in this
Agreement shall preclude transactions between the Partnership and a Partner or a
stockholder, affiliate, agent, or representative of a Partner.

SECTION 3 CAPITAL ACCOUNTS, DISTRIBUTIONS, PROFITS, AND LOSSES.

         3.1 Capital Accounts.

                  (a) Generally. A separate "Capital Account" shall be
maintained for each Partner in accordance with the Internal Revenue Code of 1986
(the "Code") and the Treasury Regulations thereunder. Subject to any contrary
requirements of the Code and the Treasury Regulations thereunder, each Partner's
Capital

                                      -3-
   4
Account shall be (a) increased by (1) the amount of any cash contributed to the
Partnership by the Partner; (2) the fair market value of any property
contributed by the Partner to the Partnership (net of liabilities secured by the
contributed property that the Partnership is considered to assume or take
subject to under Section 752 of the Code); (3) any amount deemed contributed
pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(c) or any amount paid
to any person or entity in satisfaction of a liability of the Partnership; (4)
allocations to the Partner of Profits or items of income or gain pursuant to
Section 3.3; (5) allocations to the Partner of unrealized gain pursuant to
Section 3.1(b); and (6) other additions made in accordance with the Code and the
Treasury Regulations thereunder; and (b) decreased by (1) the amount of money
distributed to the Partner by the Partnership; (2) the fair market value
(without regard to Section 7701(g) of the Code) of property distributed to the
Partner by the Partnership (net of liabilities secured by the distributed
property that the Partner is considered to assume or take subject to under
Section 752 of the Code); (3) any amount deemed distributed pursuant to Treasury
Regulations Section 1.704-l(b)(2)(iv)(c); (4) allocations to the Partner of
Losses or items of expense, deduction, or loss pursuant to Section 3.3; (5)
allocations to the Partner of unrealized loss pursuant to Section 3.1(b); and
(6) other reductions made in accordance with the Code and the Treasury
Regulations thereunder.

                  (b) Distributions in Kind. If any property is distributed to a
Partner in kind, the Capital Accounts of the Partners shall be adjusted
immediately prior to such distribution to reflect the manner in which the
unrealized income, gain, loss and deduction inherent in such property (that has
not been reflected in the Capital Accounts previously) would have been allocated
between the Partners under Section 3.3 if there had been a taxable disposition
of the property for its fair market value.

         3.2 Distributions.

                  (a) Distributions Prior to Dissolution. The Partnership may
distribute cash or property of the Partnership to the Partners prior to the
dissolution of the Partnership at the discretion of the Managing Partner, and
any such distributions shall be made to the Partners in proportion to their
Capital Contributions until the Partners have received distributions equal to
their respective Capital Contributions and thereafter to the Partners in
accordance with their Partnership Interests.

                  (b) Distributions on Dissolution and Termination of the
Partnership. Cash or property of the Partnership available for distribution
incident to the dissolution and termination of

                                      -4-
   5
the Partnership, as provided for in Section 6, shall be distributed to the
Partners in accordance with their respective positive Capital Account balances,
determined after allocation of Profits and Losses, including allocations
pursuant to Section 3.3(d). Without limiting the effect of the foregoing
sentence, the Partners intend that cash or property of the Partnership available
for distribution incident to the dissolution and termination of the Partnership
will be distributed to the Partners in proportion to their Capital Contributions
until the Partners have received distributions equal to their respective Capital
Contributions and thereafter to the Partners in accordance with their
Partnership Interests.

         3.3 Allocations of Profits and Losses.

                  (a) Definition of Profits and Losses. "Profits" and "Losses"
mean the annual income and loss, respectively, of the Partnership for a fiscal
year (or portion thereof) as determined by the Partnership's accountants in
accordance with principles applied in determining income, gains, expenses,
deductions, and losses reported by the Partnership for federal income tax
purposes on its partnership tax return, including, as applicable, any gain or
loss from the sale, exchange, or other disposition of assets.

                  (b) Allocations of Losses Prior to Liquidation. Except as
otherwise provided in this Agreement, all Losses and all expenditures of the
Partnership that are not deductible in computing taxable income and are not
capital expenditures, including expenditures described in Sections 705(a)(2)(B)
and 709(a) of the Code, shall be allocated for each fiscal year (or portion
thereof) between the Partners as follows:

                           (1) First, to the Partners with positive balances in
their Capital Accounts, to the extent of, and in proportion to, those positive
balances; and

                           (2) Second, to the Partners in accordance with their
Partnership Interests.

                  (c) Allocations of Profits Prior to Liquidation. Except as
otherwise provided in this Agreement, all Profits and tax-exempt income and gain
shall be allocated for each fiscal year (or portion thereof) between the
Partners as follows:

                           (1) First, to Partners having deficit balances in
their Capital Accounts to the extent of, and in proportion to, those deficits;

                                       -5-
   6
                           (2) Second, to the Partners in accordance with their
Partnership Interests.

                  (d) Allocation of Gain or Loss Upon Liquidation.
Notwithstanding Section 3.3(b) and Section 3.3(c), gain or loss recognized upon
any sale, exchange, or other disposition of any assets of the Partnership
incident to the dissolution and termination of the Partnership shall be
allocated between the Partners so as to cause the credit balance in each
Partner's Capital Account to equal, as nearly as possible, the amount each
Partner would receive in a distribution on dissolution, if the distribution were
made in accordance with the Partners' intentions as described in Section 3.2(b).

                  (e) Section 704(o) and Similar Allocations. Gain or loss with
respect to any property contributed to the Partnership by a Partner shall be
allocated between the Partners, solely for tax purposes, in accordance with the
principles of Section 704(c) of the Code and the Treasury Regulations
promulgated thereunder, so as to take into account the variation, if any,
between the fair market value and the adjusted basis of such property at the
time of contribution. To the maximum extent permitted under Section 704(c) of
the Code and the Treasury Regulations promulgated thereunder, deductions
attributable to contributed property shall be allocated to the noncontributing
Partners based on the fair market value of such property at the time of
contribution, and all remaining deductions shall be allocated to the
contributing Partner.

SECTION 4 RIGHTS, POWERS, AND DUTIES OF THE PARTNERS.

         4.1 General. UHF Investments, Inc. shall be the Managing Partner of the
Partnership. The Managing Partner shall have full and complete charge of all
affairs of the Partnership, and the management and control of the Partnership's
business shall rest exclusively with the Managing Partner.

         4.2 Specific Rights, Powers, and Duties. The Managing Partner shall be
responsible for the management and operations of the Partnership and shall have
all powers necessary to manage and control the Partnership and to conduct its
business.

SECTION 5 TRANSFER OF PARTNERSHIP INTERESTS.

         5.1 Transfers Prohibited. Subject to Section 6.2, the interest of a
Partner in the Partnership may not be assigned, transferred, or otherwise
disposed of except with the prior written consent of the other Partner.

SECTION 6 DISSOLUTION AND TERMINATION.

                                      -6-
   7
         6.1 Events of Dissolution. The Partnership shall dissolve upon the
earliest to occur of:

                  (a) an election to dissolve the Partnership made by the
Partners;

                  (b) the "Bankruptcy" (as defined in the Act) of the
Partnership or any Partner;

                  (c) the sale, exchange, or other disposition of all or
substantially all the assets of the Partnership;

                  (d) the happening of any event that, under the Act, causes the
dissolution of a partnership; or

                  (e) August 31, 2010.

         6.2 Upon dissolution, the proceeds from the liquidation of Partnership
assets, after payment of the just debts and liabilities of the Partnership and
any expenses incurred in dissolving and winding up the Partnership, shall be
distributed to the Partners in accordance with their Partnership Interests.

         6.3 Upon the dissolution, winding up, and termination of the
Partnership, no Partner shall be entitled to transact business for or in the
name of the Partnership, to represent itself as a Partner in the Partnership, or
to otherwise imply in any manner that the Partnership is still in existence.

         6.4 Liquidation.

                  (a) Actions by Liquidator. Upon the dissolution and
termination of the Partnership, the Managing Partner shall act as liquidator to
wind up the Partnership. The liquidator shall have full power and authority to
sell, assign, and encumber any of the Partnership's assets and to wind up and
liquidate the affairs of the Partnership in an orderly and businesslike manner.

                  (b) Distribution of Proceeds. The proceeds of liquidation,
after payment of the debts and liabilities of the Partnership (including any
loans made by the Partners or any of their affiliates to the Partnership),
payment of the expenses of liquidation, and the establishment of any reserves
that the liquidator reasonably deems necessary for potential or contingent
liabilities of the Partnership, shall be distributed to the Partners as provided
in Section 3.2(b).

         6.5 Effect of Withdrawal or Bankruptcy of Managing Partner. The
withdrawal or bankruptcy of the Managing Partner shall not

                                      -7-
   8
alter the allocations and distributions to be made to the Partners pursuant to
this Agreement.

SECTION 7 AMENDMENTS TO AGREEMENT.

         No amendment to this Agreement shall be effective unless evidenced by a
writing executed by both Partners. Any amendment made hereunder shall be
effective as of the date specified in the amendment.

SECTION 8 GENERAL TERMS.

         8.1 Titles and Captions. All section or paragraph titles or captions
contained in this Agreement and the order of sections and paragraphs are for
convenience only and shall not be deemed part of this Agreement.

         8.2 Further Action. The parties shall execute and deliver all
documents, provide all information and take all actions that are necessary or
appropriate to achieve the purposes of this Agreement.

         8.3 Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.

         8.4 Agreement Binding. This Agreement shall inure to the benefit of and
be binding upon the heirs, executors, administrators, successors and assigns of
the parties.

         8.5 Separability of Provisions. Each provision of this Agreement shall
be considered separable and if for any reason any provision which is not
essential to the effectuation of the basic purpose of this Agreement is
determined to be invalid or unenforceable, such invalidity or unenforceability
shall not impair the operation of or otherwise affect those provisions of this
Agreement which are valid.

         8.6 Counterparts. This Agreement may be executed in several
counterparts and, as so executed, shall constitute one agreement, binding on all
the parties. Any counterpart of this Agreement or of any amendment, which has
attached to it separate signature pages, which altogether contain the signatures
of both Partners, shall for all purposes be deemed a fully executed instrument.

                                      -8-
   9
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.

                             UHF INVESTMENTS, INC.



                             By:      /s/ Michael Drayer
                                   ____________________________________________
                                   Michael Drayer, Vice President

                             SILVER KING BROADCASTING OF MASSACHUSETTS, INC.



                             By:      /s/ Michael Drayer
                                   ____________________________________________
                                   Michael Drayer, Secretary

                                       -9-
   10
                                  Attachment A

                          SKMA BROADCASTING PARTNERSHIP

WHSH-TV Main Station License - Expires April 1, 1999

WHY-956           TV STL
RPH-504 R/P       Base Station
RPR-922 R/P       Automatic Relay
R8-98152 R/P      Mobile System
RB-98017 TV       Pickup
RB-96013 R/P      Mobile System
WLD-618           TV ICR

EX-3.110

   1
                                                                   EXHIBIT 3.110

                              PARTNERSHIP AGREEMENT
                                       OF
                          SKNJ BROADCASTING PARTNERSHIP

       This PARTNERSHIP AGREEMENT (the "Agreement") is executed as of the 29th
day of July 1994, by and between UHF Investments, Inc., a Delaware corporation,
and Silver King Broadcasting of New Jersey, Inc., a Delaware corporation.

                                     RECITAL

       The parties to this Agreement desire to enter into this Agreement to
provide for the formation of a general partnership, the allocation of profits
and losses, cash flow, and other proceeds of the Partnership between the
Partners, the respective rights, obligations, and interests of the Partners to
each other and to the Partnership, and certain other matters.

                                    AGREEMENT

       In consideration of the mutual covenants and agreements set forth in this
Agreement, the parties agree as follows:

SECTION 1 THE PARTNERSHIP AND ITS BUSINESS.

      1.1 Formation and Continuation. The parties to this Agreement (the
"Partners") hereby form a general partnership (the "Partnership") under the
Uniform Partnership Act of the State of Delaware (the "Act"). The rights and
liabilities of the Partners shall be as provided in the Act, except as expressly
provided in this Agreement.

      1.2 Partnership Name. The name of the Partnership is "SKNJ Broadcasting
Partnership."

      1.3 Term of Partnership. The term of the Partnership shall commence on the
date of this Agreement and shall continue until terminated in accordance with
Section 6.

      1.4 Purposes of the Partnership. The purposes of the Partnership shall be
to hold all licenses, permits, and authorizations issued by the Federal
Communications Commission, now or in the future, in connection with the business
and operations of television station WHSI-TV, Smithtown, New York and WHSE-TV,
Newark, New Jersey and low power television station W60AI, New York, New York
(the "Stations"); to use such licenses, permits, and authorizations in the
conduct of the business of such television stations by Silver King Broadcasting
of New Jersey, Inc. and to do all other things necessary, appropriate, or
advisable in connection with those purposes.
   2
      1.5 Principal Place of Business. The principal place of business of the
Partnership shall be located at 12425 28th Street North, Suite 300 St.
Petersburg, Florida 33716, or any other place that the Partners may elect.

      1.6 Fiscal Year.  The fiscal year of the Partnership shall end August
31, of each year.

SECTION 2 PARTNERSHIP INTERESTS: CAPITAL CONTRIBUTIONS.

      2.1 Partnership Interest. Except as otherwise provided herein, the
interest of each Partner in the Partnership and in all of the Partnership assets
shall be as follows:

            UHF Investments, Inc.                                       1%
            Silver King Broadcasting of New Jersey, Inc.               99%

Such interest is hereinafter referred to as such Partner's "Partnership
Interest" in the Partnership.

            (a) The respective capital account of each Partner shall reflect the
Partnership Interest of each Partner, adjusted as provided in this Agreement.

            (b) Each Partner shall receive the same percentage of the net
profits and losses of the Partnership as the Partnership Interest held by such
Partner.

      2.2 Definition of Capital Contributions. For purposes of this Agreement,
"Capital Contribution" means, for any Partner, the amount of money plus the fair
market value of property that the Partner contributes to the capital of the
Partnership pursuant to this Section 2.

      2.3 Capital Contributions by Partners.

            (a) Initial Contributions. Silver King Broadcasting of New Jersey,
Inc. hereby assigns to the Partnership as a Capital Contribution all of its
right, interest and title in and to the licenses, permits, and authorizations
issued by the Federal Communications Commission and now held by Silver King
Broadcasting of New Jersey, Inc., in connection with the business and operations
of the Stations which are set forth on Attachment A hereto. The Partners agree
that such licenses, permits, and authorizations have a fair market value equal
to the value assigned thereto on the books of Silver King Broadcasting of New
Jersey, Inc. UHF Investments, Inc. shall make a pro rata cash contribution to
the Partnership.


                                      -2-
   3
            (b) Additional Contributions. The Partners shall make additional
Capital Contributions to the Partnership as shall be mutually agreed upon by
both Partners.


      2.4 Holding of Title. Title to all Partnership assets shall be held in the
Partnership name.

      2.5 Exculpation. A Partner, and its stockholders, affiliates, agents, and
representatives shall not be liable, in damages or otherwise, to the Partnership
or to any other Partner for any loss that arises out of any acts performed or
omitted by it pursuant to the authority granted by this Agreement except where
any act or omission constitutes gross negligence or willful misconduct. A
Partner shall look solely to the assets of the Partnership for return of the
Partner's investment, and if the property of the Partnership remaining after the
discharge of the debts and liabilities of the Partnership is insufficient to
return a Partner's investment, a Partner shall have no recourse against any
other Partner.

      2.6 Permitted Transactions.

            (a) Other Businesses. Any Partner (and any stockholder, affiliate,
agent, or representative of a Partner) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, whether currently existing or hereafter created, including business
ventures engaged in the acquisition, ownership, operation, or management of
television stations. Neither the Partnership nor any Partner shall have any
rights in or to any independent ventures of any of the Partners or to the income
or profits derived therefrom, nor shall any Partner have any obligation to any
other Partner with respect to any such enterprise or related transaction.

            (b) Transactions with Partners and Affiliates. Nothing in this
Agreement shall preclude transactions between the Partnership and a Partner or a
stockholder, affiliate, agent, or representative of a Partner.

SECTION 3 CAPITAL ACCOUNTS, DISTRIBUTIONS, PROFITS, AND LOSSES.

      3.1 Capital Accounts.

            (a) Generally. A separate "Capital Account" shall be maintained for
each Partner in accordance with the Internal Revenue Code of 1986 (the "Code")
and the Treasury Regulations thereunder. Subject to any contrary requirements of
the Code and


                                      -3-
   4
the Treasury Regulations thereunder, each Partner's Capital Account shall be (a)
increased by (1) the amount of any cash contributed to the Partnership by the
Partner; (2) the fair market value of any property contributed by the Partner to
the Partnership (net of liabilities secured by the contributed property that the
Partnership is considered to assume or take subject to under Section 752 of the
Code); (3) any amount deemed contributed pursuant to Treasury Regulations
Section 1.704-l(b)(2)(iv)(c) or any amount paid to any person or entity in
satisfaction of a liability of the Partnership; (4) allocations to the Partner
of Profits or items of income or gain pursuant to Section 3.3; (5) allocations
to the Partner of unrealized gain pursuant to Section 3.1(b); and (6) other
additions made in accordance with the Code and the Treasury Regulations
thereunder; and (b) decreased by (1) the amount of money distributed to the
Partner by the Partnership; (2) the fair market value (without regard to Section
7701(g) of the Code) of property distributed to the Partner by the Partnership
(net of liabilities secured by the distributed property that the Partner is
considered to assume or take subject to under Section 752 of the Code); (3) any
amount deemed distributed pursuant to Treasury Regulations Section
1.704-l(b)(2)(iv)(c); (4) allocations to the Partner of Losses or items of
expense, deduction, or loss pursuant to Section 3.3; (5) allocations to the
Partner of unrealized loss pursuant to Section 3.1(b); and (6) other reductions
made in accordance with the Code and the Treasury Regulations thereunder.

            (b) Distributions in Kind. If any property is distributed to a
Partner in kind, the Capital Accounts of the Partners shall be adjusted
immediately prior to such distribution to reflect the manner in which the
unrealized income, gain, loss and deduction inherent in such property (that has
not been reflected in the Capital Accounts previously) would have been allocated
between the Partners under Section 3.3 if there had been a taxable disposition
of the property for its fair market value.

      3.2 Distributions.

            (a) Distributions Prior to Dissolution. The Partnership may
distribute cash or property of the Partnership to the Partners prior to the
dissolution of the Partnership at the discretion of the Managing Partner, and
any such distributions shall be made to the Partners in proportion to their
Capital Contributions until the Partners have received distributions equal to
their respective Capital Contributions and thereafter to the Partners in
accordance with their Partnership Interests.

            (b) Distributions on Dissolution and Termination of the Partnership.
Cash or property of the Partnership available


                                      -4-
   5
for distribution incident to the dissolution and termination of the Partnership,
as provided for in Section 6, shall be distributed to the Partners in accordance
with their respective positive Capital Account balances, determined after
allocation of Profits and Losses, including allocations pursuant to Section
3.3(d). Without limiting the effect of the foregoing sentence, the Partners
intend that cash or property of the Partnership available for distribution
incident to the dissolution and termination of the Partnership will be
distributed to the Partners in proportion to their Capital Contributions until
the Partners have received distributions equal to their respective Capital
Contributions and thereafter to the Partners in accordance with their
Partnership Interests.

      3.3 Allocations of Profits and Losses.

            (a) Definition of Profits and Losses. "Profits" and "Losses" mean
the annual income and loss, respectively, of the Partnership for a fiscal year
(or portion thereof) as determined by the Partnership's accountants in
accordance with principles applied in determining income, gains, expenses,
deductions, and losses reported by the Partnership for federal income tax
purposes on its partnership tax return, including, as applicable, any gain or
loss from the sale, exchange, or other disposition of assets.

            (b) Allocations of Losses Prior to Liquidation. Except as otherwise
provided in this Agreement, all Losses and all expenditures of the Partnership
that are not deductible in computing taxable income and are not capital
expenditures, including expenditures described in Sections 705(a)(2)(B) and
709(a) of the Code, shall be allocated for each fiscal year (or portion thereof)
between the Partners as follows:

                  (1) First, to the Partners with positive balances in their
Capital Accounts, to the extent of, and in proportion to, those positive
balances; and

                  (2) Second, to the Partners in accordance with their
Partnership Interests.

            (c) Allocations of Profits Prior to Liquidation. Except as otherwise
provided in this Agreement, all Profits and tax-exempt income and gain shall be
allocated for each fiscal year (or portion thereof) between the Partners as
follows:

                  (1) First, to Partners having deficit balances in their
Capital Accounts to the extent of, and in proportion to, those deficits;


                                      -5-
   6
                  (2) Second, to the Partners in accordance with their
Partnership Interests.

            (d) Allocation of Gain or Loss Upon Liquidation. Notwithstanding
Section 3.3(b) and Section 3.3(c), gain or loss recognized upon any sale,
exchange, or other disposition of any assets of the Partnership incident to the
dissolution and termination of the Partnership shall be allocated between the
Partners so as to cause the credit balance in each Partner's Capital Account to
equal, as nearly as possible, the amount each Partner would receive in a
distribution on dissolution, if the distribution were made in accordance with
the Partners' intentions as described in Section 3.2(b).

            (e) Section 704(c) and Similar Allocations. Gain or loss with
respect to any property contributed to the Partnership by a Partner shall be
allocated between the Partners, solely for tax purposes, in accordance with the
principles of Section 704(c) of the Code and the Treasury Regulations
promulgated thereunder, so as to take into account the variation, if any,
between the fair market value and the adjusted basis of such property at the
time of contribution. To the maximum extent permitted under Section 704(c) of
the Code and the Treasury Regulations promulgated thereunder, deductions
attributable to contributed property shall be allocated to the noncontributing
Partners based on the fair market value of such property at the time of
contribution, and all remaining deductions shall be allocated to the
contributing Partner.

SECTION 4 RIGHTS, POWERS, AND DUTIES OF THE PARTNERS.

      4.1 General. UHF Investments, Inc. shall be the Managing Partner of the
Partnership. The Managing Partner shall have full and complete charge of all
affairs of the Partnership, and the management and control of the Partnership's
business shall rest exclusively with the Managing Partner.

      4.2 Specific Rights, Powers, and Duties. The Managing Partner shall be
responsible for the management and operations of the Partnership and shall have
all powers necessary to manage and control the Partnership and to conduct its
business.

SECTION 5 TRANSFER OF PARTNERSHIP INTERESTS.

      5.1 Transfers Prohibited. Subject to Section 6.2, the interest of a
Partner in the Partnership may not be assigned, transferred, or otherwise
disposed of except with the prior written consent of the other Partner.

SECTION 6 DISSOLUTION AND TERMINATION.


                                      -6-
   7
      6.1 Events of Dissolution. The Partnership shall dissolve upon the
earliest to occur of:

            (a) an election to dissolve the Partnership made by the Partners;

            (b) the Bankruptcy (as defined in the Act) of the Partnership or any
Partner;

            (c) the sale, exchange, or other disposition of all or substantially
all the assets of the Partnership;

            (d) the happening of any event that, under the Act, causes the
dissolution of a partnership; or

            (e) August 31, 2010.

      6.2 Upon dissolution, the proceeds from the liquidation of Partnership
assets, after payment of the just debts and liabilities of the Partnership and
any expenses incurred in dissolving and winding up the Partnership, shall be
distributed to the Partners in accordance with their Partnership Interests.

      6.3 Upon the dissolution, winding up, and termination of the Partnership,
no Partner shall be entitled to transact business for or in the name of the
Partnership, to represent itself as a Partner in the Partnership, or to
otherwise imply in any manner that the Partnership is still in existence.

      6.4 Liquidation.

            (a) Actions by Liquidator. Upon the dissolution and termination of
the Partnership, the Managing Partner shall act as liquidator to wind up the
Partnership. The liquidator shall have full power and authority to sell, assign,
and encumber any of the Partnership's assets and to wind up and liquidate the
affairs of the Partnership in an orderly and businesslike manner.

            (b) Distribution of Proceeds. The proceeds of liquidation, after
payment of the debts and liabilities of the Partnership (including any loans
made by the Partners or any of their affiliates to the Partnership), payment of
the expenses of liquidation, and the establishment of any reserves that the
liquidator reasonably deems necessary for potential or contingent liabilities of
the Partnership, shall be distributed to the Partners as provided in Section
3.2(b).

      6.5 Effect of Withdrawal or Bankruptcy of Managing Partner. The withdrawal
or Bankruptcy of the Managing Partner shall not


                                      -7-
   8
alter the allocations and distributions to be made to the Partners pursuant to
this Agreement.

SECTION 7 AMENDMENTS TO AGREEMENT.

       No amendment to this Agreement shall be effective unless evidenced by a
writing executed by both Partners. Any amendment made hereunder shall be
effective as of the date specified in the amendment.

SECTION 8 GENERAL TERMS.

      8.1 Titles and Captions. All section or paragraph titles or captions
contained in this Agreement and the order of sections and paragraphs are for
convenience only and shall not be deemed part of this Agreement.

      8.2 Further Action. The parties shall execute and deliver all documents,
provide all information and take all actions that are necessary or appropriate
to achieve the purposes of this Agreement.

      8.3 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

      8.4 Agreement Binding. This Agreement shall inure to the benefit of and be
binding upon the heirs, executors, administrators, successors and assigns of the
parties.

      8.5 Separability of Provisions. Each provision of this Agreement shall be
considered separable and if for any reason any provision which is not essential
to the effectuation of the basic purpose of this Agreement is determined to be
invalid or unenforceable, such invalidity or unenforceability shall not impair
the operation of or otherwise affect those provisions of this Agreement which
are valid.

      8.6 Counterparts. This Agreement may be executed in several counterparts
and, as so executed, shall constitute one agreement, binding on all the parties.
Any counterpart of this Agreement or of any amendment, which has attached to it
separate signature pages, which altogether contain the signatures of both
Partners, shall for all purposes be deemed a fully executed instrument.


                                      -8-
   9
       IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.

                              UHF INVESTMENTS, INC.



                              By:   /s/ Michael Drayer
                                  _________________________________
                                  Michael Drayer, Vice President

                              SILVER KING BROADCASTING OF NEW JERSEY, INC.



                              By:   /s/ Michael Drayer
                                  _________________________________
                                  Michael Drayer, Secretary


                                      -9-
   10
                                  Attachment A

                          SKNJ BROADCASTING PARTNERSHIP

WHSE-TV Main Station License - Expires June 1, 1999

WHB-650     TV ICR
WHB-648     TV ICR
WCD-989     TV ICR
WHB-649     TV ICR
WHY-337     TV ICR
WHB-646     TV ICR
WAP-952     TV STL
WGH-957     TV ICR
WYR-214     R/P Base Station
WHB-647     TV ICR
WLL-709     TV ICR
WLL-708     TV ICR
WYR-213     R/P Base Station
WFW-611     TV STL
WYR-292     R/P Automatic Relay
WHSI-TV     Main Station License - Expires June 1, 1999

WHB-224     TV ICR
WHB-645     TV ICR
WHY-339     TV STL
WHB-223     TV ICR
WMG-534     TV ICR
W60AI       TV Translator - Expires June 1, 1998
E890074     Transmit/Receive - Expires January 27, 1999

EX-3.111

   1
                                                                   EXHIBIT 3.111


                              PARTNERSHIP AGREEMENT
                                       OF
                          SKOH BROADCASTING PARTNERSHIP

      This PARTNERSHIP AGREEMENT (the "Agreement") is executed as of the 29th
day of July 1994, by and between UHF Investments, Inc., a Delaware corporation,
and Silver King Broadcasting of Ohio, Inc., a Delaware corporation.

                                     RECITAL

      The parties to this Agreement desire to enter into this Agreement to
provide for the formation of a general partnership, the allocation of profits
and losses, cash flow, and other proceeds of the Partnership between the
Partners, the respective rights, obligations, and interests of the Partners to
each other and to the Partnership, and certain other matters.

                                    AGREEMENT

      In consideration of the mutual covenants and agreements set forth in this
Agreement, the parties agree as follows:

SECTION 1 THE PARTNERSHIP AND ITS BUSINESS.

      1.1 Formation and Continuation. The parties to this Agreement (the
"Partners") hereby form a general partnership (the "Partnership") under the
Uniform Partnership Act of the State of Delaware (the "Act"). The rights and
liabilities of the Partners shall be as provided in the Act, except as expressly
provided in this Agreement.

      1.2 Partnership Name. The name of the Partnership is "SKOH Broadcasting
Partnership."

      1.3 Term of Partnership. The term of the Partnership shall commence on the
date of this Agreement and shall continue until terminated in accordance with
Section 6.

      1.4 Purposes of the Partnership. The purposes of the Partnership shall be
to hold all licenses, permits, and authorizations issued by the Federal
Communications Commission, now or in the future, in connection with the business
and operations of television station WQHS-TV, Cleveland, Ohio (the "Station");
to use such licenses, permits, and authorizations in the conduct of the business
of such television station by Silver King Broadcasting of Ohio, Inc. and to do
all other things necessary, appropriate, or advisable in connection with those
purposes.

      1.5 Principal Place of Business. The principal place of business of the
Partnership shall be located at 12425 28th Street North, Suite 300 St.
Petersburg, Florida 33716, or any other place that the Partners may elect.

   2

      1.6 Fiscal Year. The fiscal year of the Partnership shall end August 31,
of each year.

SECTION 2 PARTNERSHIP INTERESTS; CAPITAL CONTRIBUTIONS.

      2.1 Partnership Interest. Except as otherwise provided herein, the
interest of each Partner in the Partnership and in all of the Partnership assets
shall be as follows:

      UHF Investments, Inc.                                           1%
      Silver King Broadcasting of Ohio, Inc.                         99%

      Such interest is hereinafter referred to as such Partner's "Partnership
Interest" in the Partnership.

      (a) The respective capital account of each Partner shall reflect the
Partnership Interest of each Partner, adjusted as provided in this Agreement.

      (b) Each Partner shall receive the same percentage of the net profits and
losses of the Partnership as the Partnership Interest held by such Partner.

      2.2 Definition of Capital Contributions. For purposes of this Agreement,
"Capital Contribution" means, for any Partner, the amount of money plus the fair
market value of property that the Partner contributes to the capital of the
Partnership pursuant to this Section 2.

      2.3 Capital Contributions by Partners.

      (a) Initial Contributions. Silver King Broadcasting of Ohio, Inc. hereby
assigns to the Partnership as a Capital Contribution all of its right, interest
and title in and to the licenses, permits, and authorizations issued by the
Federal Communications Commission and now held by Silver King Broadcasting of
Ohio, Inc., in connection with the business and operations of the Station which
are set forth on Attachment A hereto. The Partners agree that such licenses,
permits, and authorizations have a fair market value equal to the value assigned
thereto on the books of Silver King Broadcasting of Ohio, Inc.. UHF Investments,
Inc. shall make a pro rata cash contribution to the Partnership.

      (b) Additional Contributions. The Partners shall make additional Capital
Contributions to the Partnership as shall be mutually agreed upon by both
Partners.

      2.4 Holding of Title. Title to all Partnership assets shall be held in the
Partnership name.

      2.5 Exculpation. A Partner, and its stockholders, affiliates, agents, and
representatives shall not be liable, in damages or otherwise, to the Partnership
or to any other Partner for any loss that arises out of any acts performed or
omitted by it pursuant to the authority granted by this Agreement except where
any act or omission constitutes gross negligence or willful misconduct. A
Partner shall look solely to the assets of the 


                                        2
   3

Partnership for return of the Partner's investment, and if the property of the
Partnership remaining after the discharge of the debts and liabilities of the
Partnership is insufficient to return a Partner's investment, a Partner shall
have no recourse against any other Partner.

      2.6 Permitted Transactions.

      (a) Other Businesses. Any Partner (and any stockholder, affiliate, agent,
or representative of a Partner) may engage in or possess an interest in other
business ventures of any nature or description, independently or with others,
whether currently existing or hereafter created, including business ventures
engaged in the acquisition, ownership, operation, or management of television
stations. Neither the Partnership nor any Partner shall have any rights in or to
any independent ventures of any of the Partners or to the income or profits
derived therefrom, nor shall any Partner have any obligation to any other
Partner with respect to any such enterprise or related transaction.

      (b) Transactions with Partners and Affiliates. Nothing in this Agreement
shall preclude transactions between the Partnership and a Partner or a
stockholder, affiliate, agent, or representative of a Partner.

      SECTION 3 CAPITAL ACCOUNTS, DISTRIBUTIONS, PROFITS, AND LOSSES.

      3.1 Capital Accounts.

      (a) Generally. A separate "Capital Account" shall be maintained for each
Partner in accordance with the Internal Revenue Code of 1986 (the "Code") and
the Treasury Regulations thereunder. Subject to any contrary requirements of the
Code and the Treasury Regulations thereunder, each Partner's Capital Account
shall be (a) increased by (1) the amount of any cash contributed to the
Partnership by the Partner; (2) the fair market value of any property
contributed by the Partner to the Partnership (net of liabilities secured by the
contributed property that the Partnership is considered to assume or take
subject to under Section 752 of the Code); (3) any amount deemed contributed
pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(c) or any amount paid
to any person or entity in satisfaction of a liability of the Partnership; (4)
allocations to the Partner of Profits or items of income or gain pursuant to
Section 3.3; (5) allocations to the Partner of unrealized gain pursuant to
Section 3.1(b); and (6) other additions made in accordance with the Code and the
Treasury Regulations thereunder; and (b) decreased by (1) the amount of money
distributed to the Partner by the Partnership; (2) the fair market value
(without regard to Section 7701(g) of the Code) of property distributed to the
Partner by the Partnership (net of liabilities secured by the distributed
property that the Partner is considered to assume or take subject to under
Section 752 of the Code); (3) any amount deemed distributed pursuant to Treasury
Regulations Section 1.704-l(b)(2)(iv)(c); (4) allocations to the Partner of
Losses or items of expense, deduction, or loss pursuant to Section 3.3; (5)
allocations to the Partner of unrealized loss pursuant to Section 3.1(b); 


                                        3

   4

and (6) other reductions made in accordance with the Code and the Treasury
Regulations thereunder.

      (b) Distributions in Kind. If any property is distributed to a Partner in
kind, the Capital Accounts of the Partners shall be adjusted immediately prior
to such distribution to reflect the manner in which the unrealized income, gain,
loss and deduction inherent in such property (that has not been reflected in the
Capital Accounts previously) would have been allocated between the Partners
under Section 3.3 if there had been a taxable disposition of the property for
its fair market value.

      3.2 Distributions.

      (a) Distributions Prior to Dissolution. The Partnership may distribute
cash or property of the Partnership to the Partners prior to the dissolution of
the Partnership at the discretion of the Managing Partner, and any such
distributions shall be made to the Partners in proportion to their Capital
Contributions until the Partners have received distributions equal to their
respective Capital Contributions and thereafter to the Partners in accordance
with their Partnership Interests.

      (b) Distributions on Dissolution and Termination of the Partnership. Cash
or property of the Partnership available for distribution incident to the
dissolution and termination of the Partnership, as provided for in Section 6,
shall be distributed to the Partners in accordance with their respective
positive Capital Account balances, determined after allocation of Profits and
Losses, including allocations pursuant to Section 3.3(d). Without limiting the
effect of the foregoing sentence, the Partners intend that cash or property of
the Partnership available for distribution incident to the dissolution and
termination of the Partnership will be distributed to the Partners in proportion
to their Capital Contributions until the Partners have received distributions
equal to their respective Capital Contributions and thereafter to the Partners
in accordance with their Partnership Interests.

      3.3 Allocations of Profits and Losses.

      (a) Definition of Profits and Losses. "Profits" and "Losses" mean the
annual income and loss, respectively, of the Partnership for a fiscal year (or
portion thereof) as determined by the Partnership's accountants in accordance
with principles applied in determining income, gains, expenses, deductions, and
losses reported by the Partnership for federal income tax purposes on its
partnership tax return, including, as applicable, any gain or loss from the
sale, exchange, or other disposition of assets.

      (b) Allocations of Losses Prior to Liquidation. Except as otherwise
provided in this Agreement, all Losses and all expenditures of the Partnership
that are not deductible in computing taxable income and are not capital
expenditures, including expenditures described in Sections 705(a)(2)(B) and
709(a) of the Code, shall be allocated for each fiscal year (or portion thereof)
between the Partners as follows:


                                       4
   5

      (1) First, to the Partners with positive balances in their Capital
Accounts, to the extent of, and in proportion to, those positive balances; and

      (2) Second, to the Partners in accordance with their Partnership
Interests.

      (c) Allocations of Profits Prior to Liquidation. Except as otherwise
provided in this Agreement, all Profits and tax-exempt income and gain shall be
allocated for each fiscal year (or portion thereof) between the Partners as
follows:
      (1) First, to Partners having deficit balances in their Capital Accounts
to the extent of, and in proportion to, those deficits;

      (2) Second, to the Partners in accordance with their Partnership
Interests.

      (d) Allocation of Gain or Loss Upon Liquidation. Notwithstanding Section
3.3(b) and Section 3.3(c), gain or loss recognized upon any sale, exchange, or
other disposition of any assets of the Partnership incident to the dissolution
and termination of the Partnership shall be allocated between the Partners so as
to cause the credit balance in each Partner's Capital Account to equal, as
nearly as possible, the amount each Partner would receive in a distribution on
dissolution, if the distribution were made in accordance with the Partners'
intentions as described in Section 3.2(b).

      (e) Section 704(c) and Similar Allocations. Gain or loss with respect to
any property contributed to the Partnership by a Partner shall be allocated
between the Partners, solely for tax purposes, in accordance with the principles
of Section 704(c) of the Code and the Treasury Regulations promulgated
thereunder, so as to take into account the variation, if any, between the fair
market value and the adjusted basis of such property at the time of
contribution. To the maximum extent permitted under Section 704(c) of the Code
and the Treasury Regulations promulgated thereunder, deductions attributable to
contributed property shall be allocated to the noncontributing Partners based on
the fair market value of such property at the time of contribution, and all
remaining deductions shall be allocated to the contributing Partner.

SECTION 4 RIGHTS, POWERS, AND DUTIES OF THE PARTNERS.

      4.1 General. UHF Investments, Inc. shall be the Managing Partner of the
Partnership. The Managing Partner shall have full and complete charge of all
affairs of the Partnership, and the management and control of the Partnership's
business shall rest exclusively with the Managing Partner.

      4.2 Specific Rights, Powers, and Duties. The Managing Partner shall be
responsible for the management and operations of the Partnership and shall have
all powers necessary to manage and control the Partnership and to conduct its
business.


                                       5
   6

SECTION 5 TRANSFER OF PARTNERSHIP INTERESTS.

      5.1 Transfers Prohibited. Subject to Section 6.2, the interest of a
Partner in the Partnership may not be assigned, transferred, or otherwise
disposed of except with the prior written consent of the other Partner.

SECTION 6 DISSOLUTION AND TERMINATION.

      6.1 Events of Dissolution. The Partnership shall dissolve upon the
earliest to occur of:

      (a) an election to dissolve the Partnership made by the Partners;

      (b) the "Bankruptcy" (as defined in the Act) of the Partnership or any
Partner;

      (c) the sale, exchange, or other disposition of all or substantially all
the assets of the Partnership;

      (d) the happening of any event that, under the Act, causes the dissolution
of a partnership; or

      (e) August 31, 2010.

      6.2 Upon dissolution, the proceeds from the liquidation of Partnership
assets, after payment of the just debts and liabilities of the Partnership and
any expenses incurred in dissolving and winding up the Partnership, shall be
distributed to the Partners in accordance with their Partnership Interests.

      6.3 Upon the dissolution, winding up, and termination of the Partnership,
no Partner shall be entitled to transact business for or in the name of the
Partnership, to represent itself as a Partner in the Partnership, or to
otherwise imply in any manner that the Partnership is still in existence.

      6.4 Liquidation.

      (a) Actions by Liquidator. Upon the dissolution and termination of the
Partnership, the Managing Partner shall act as liquidator to wind up the
Partnership. The liquidator shall have full power and authority to sell, assign,
and encumber any of the Partnership's assets and to wind up and liquidate the
affairs of the Partnership in an orderly and businesslike manner.

      (b) Distribution of Proceeds. The proceeds of liquidation, after payment
of the debts and liabilities of the Partnership (including any loans made by the
Partners or any of their affiliates to the Partnership), payment of the expenses
of liquidation, and the establishment of any reserves that the liquidator
reasonably deems necessary for potential or contingent liabilities of the
Partnership, shall be distributed to the Partners as provided in Section 3.2(b).


                                       6
   7

      6.5 Effect of Withdrawal or Bankruptcy of Managing Partner. The withdrawal
or Bankruptcy of the Managing Partner shall not alter the allocations and
distributions to be made to the Partners pursuant to this Agreement.

SECTION 7 AMENDMENTS TO AGREEMENT.

      No amendment to this Agreement shall be effective unless evidenced by a
writing executed by both Partners. Any amendment made hereunder shall be
effective as of the date specified in the amendment.

SECTION 8 GENERAL TERMS.

      8.1 Titles and Captions. All section or paragraph titles or captions
contained in this Agreement and the order of sections and paragraphs are for
convenience only and shall not be deemed part of this Agreement.

      8.2 Further Action. The parties shall execute and deliver all documents,
provide all information and take all actions that are necessary or appropriate
to achieve the purposes of this Agreement.

      8.3 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

      8.4 Agreement Binding. This Agreement shall inure to the benefit of and be
binding upon the heirs, executors, administrators, successors and assigns of the
parties.

      8.5 Separability of Provisions. Each provision of this Agreement shall be
considered separable and if for any reason any provision which is not essential
to the effectuation of the basic purpose of this Agreement is determined to be
invalid or unenforceable, such invalidity or unenforceability shall not impair
the operation of or otherwise affect those provisions of this Agreement which
are valid.

      8.6 Counterparts. This Agreement may be executed in several counterparts
and, as so executed, shall constitute one agreement, binding on all the parties.
Any counterpart of this Agreement or of any amendment, which has attached to it
separate signature pages, which altogether contain the signatures of both
Partners, shall for all purposes be deemed a fully executed instrument.


                                       7
   8

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.

                                    UHF INVESTMENTS, INC.

                                    By: /s/ Michael Drayer
                                        _______________________________
                                    Michael Drayer, Vice President

                                    SILVER KING BROADCASTING OF OHIO, INC.

                                    By: /s/ Michael Drayer
                                        _______________________________
                                    Michael Drayer, Secretary


                                        8
   9

                                  Attachment A

                          SKOH BROADCASTING PARTNERSHIP

      WQHS-TV Main Station License - Expires October 1, 1997

      KB-55381 TV Pickup
      KB-55989 TV Pickup


                                        9

EX-3.112

   1
                                                                   EXHIBIT 3.112

                              PARTNERSHIP AGREEMENT

                                       OF

                          SKVI BROADCASTING PARTNERSHIP

            This PARTNERSHIP AGREEMENT (the "Agreement") is executed as of the
29th day of July 1994, by and between UHF Investments, Inc., a Delaware
corporation, and Silver King Broadcasting of Vineland, Inc., a Delaware
corporation.

                                     RECITAL

            The parties to this Agreement desire to enter into this Agreement to
provide for the formation of a general partnership, the allocation of profits
and losses, cash flow, and other proceeds of the Partnership between the
Partners, the respective rights, obligations, and interests of the Partners to
each other and to the Partnership, and certain other matters.

                                    AGREEMENT

            In consideration of the mutual covenants and agreements set forth in
this Agreement, the parties agree as follows:

SECTION 1   THE PARTNERSHIP AND ITS BUSINESS.

            1.1 Formation and Continuation. The parties to this Agreement (the
"Partners") hereby form a general partnership (the "Partnership") under the
Uniform Partnership Act of the State of Delaware (the "Act"). The rights and
liabilities of the Partners shall be as provided in the Act, except as expressly
provided in this Agreement.

            1.2 Partnership Name. The name of the Partnership is "SKVI
Broadcasting Partnership."

            1.3 Term of Partnership. The term of the Partnership shall commence
on the date of this Agreement and shall continue until terminated in accordance
with Section 6.
   2
            1.4 Purposes of the Partnership. The purposes of the Partnership
shall be to hold all licenses, permits, and authorizations issued by the Federal
Communications Commission, now or in the future, in connection with the business
and operations of television station WHSP TV, Vineland, New Jersey (the
"Station"); to use such licenses, permits, and authorizations in the conduct of
the business of such television station by Silver King Broadcasting of Vineland,
Inc.; and to do all other things necessary, appropriate, or advisable in
connection with those purposes.

            1.5 Principal Place of Business. The principal place of business of
the Partnership shall be located at 12425 28th Street North, Suite 300 St.
Petersburg, Florida 33716, or any other place that the Partners may elect.

            1.6 Fiscal Year. The fiscal year of the Partnership shall end August
31, of each year.

SECTION 2   PARTNERSHIP INTERESTS; CAPITAL CONTRIBUTIONS.

            2.1 Partnership Interest. Except as otherwise provided herein, the
interest of each Partner in the Partnership and in all of the Partnership assets
shall be as follows:

            UHF Investments, Inc.                                     1%
            Silver King Broadcasting of Vineland, Inc.               99%

Such interest is hereinafter referred to as such Partner's "Partnership
Interest" in the Partnership.

            (a) The respective capital account of each Partner shall reflect the
Partnership Interest of each Partner, adjusted as provided in this Agreement.

            (b) Each Partner shall receive the same percentage of the net
profits and losses of the Partnership as the Partnership Interest held by such
Partner.

            2.2 Definition of Capital Contributions. For purposes of this
Agreement, "Capital Contribution" means, for any Partner, the amount of money
plus the fair market value of property that the Partner contributes to the
capital of the Partnership pursuant to this Section 2.
   3
2.3 Capita1 Contributions by Partners.

            (a) Initial Contributions. Silver King Broadcasting of Vineland,
Inc. hereby assigns to the Partnership as a Capital Contribution all of its
right, interest and title in and to the licenses, permits, and authorizations
issued by the Federal Communications Commission and now held by Silver King
Broadcasting of Vineland, Inc., in connection with the business and operations
of the Station which are set forth on Attachment A hereto. The Partners agree
that such licenses, permits, and authorizations have a fair market value equal
to the value assigned thereto on the books of Silver King Broadcasting of
Vineland, Inc. UHF Investments, Inc. shall make a pro rata cash contribution to
the Partnership.

            (b) Additional Contributions. The Partners shall make additional
Capital Contributions to the Partnership as shall be mutually agreed upon by
both Partners.

            2.4 Holding of Title. Title to all Partnership assets shall be held
in the Partnership name.

            2.5 Exculpation. A Partner, and its stockholders, affiliates,
agents, and representatives shall not be liable, in damages or otherwise, to the
Partnership or to any other Partner for any loss that arises out of any acts
performed or omitted by it pursuant to the authority granted by this Agreement
except where any act or omission constitutes gross negligence or willful
misconduct. A Partner shall look solely to the assets of the Partnership for
return of the Partner's investment, and if the property of the Partnership
remaining after the discharge of the debts and liabilities of the Partnership is
insufficient to return a Partner's investment, a Partner shall have no recourse
against any other Partner.

2.6 Permitted Transactions.

            (a) Other Businesses. Any Partner (and any stockholder, affiliate,
agent, or representative of a Partner) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, whether currently existing or hereafter created, including business
ventures engaged in the acquisition, 
   4
ownership, operation, or management of television stations. Neither the
Partnership nor any Partner shall have any rights in or to any independent
ventures of any of the Partners or to the income or profits derived therefrom,
nor shall any Partner have any obligation to any other Partner with respect to
any such enterprise or related transaction.

            (b) Transactions with Partners and Affiliates. Nothing in this
Agreement shall preclude transactions between the Partnership and a Partner or a
stockholder, affiliate, agent, or representative of a Partner.

SECTION 3   CAPITAL ACCOUNTS, DISTRIBUTIONS, PROFITS, AND LOSSES.

3.1 Capital Accounts.

            (a) Generally. A separate "Capital Account" shall be maintained for
each Partner in accordance with the Internal Revenue Code of 1986 (the "Code")
and the Treasury Regulations thereunder. Subject to any contrary requirements of
the Code and the Treasury Regulations thereunder, each Partner's Capital Account
shall be (a) increased by (1) the amount of any cash contributed to the
Partnership by the Partner; (2) the fair market value of any property
contributed by the Partner to the Partnership (net of liabilities secured by the
contributed property that the Partnership is considered to assume or take
subject to under Section 752 of the Code); (3) any amount deemed contributed
pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(c) or any amount paid
to any person or entity in satisfaction of a liability of the Partnership; (4)
allocations to the Partner of Profits or items of income or gain pursuant to
Section 3.3; (5) allocations to the Partner of unrealized gain pursuant to
Section 3.1(b); and (6) other additions made in accordance with the code and the
Treasury Regulations thereunder; and (b) decreased by (1) the amount of money
distributed to the Partner by the Partnership; (2) the fair market value
(without regard to Section 7701(g) of the Code) of property distributed to the
Partner by the Partnership (net of liabilities secured by the distributed
property that the Partner is considered to assume or take subject to under
Section 752 of the Code); (3) any amount deemed distributed pursuant to Treasury
Regulations Section 1.704-l(b)(2)(iv)(c); (4) allocations to the Partner of
Losses or items of expense, deduction, or loss pursuant to Section 3.3; (5)
allocations to the Partner of unrealized loss pursuant to Section 3.1(b); 
   5
and (6) other reductions made in accordance with the Code and the Treasury
Regulations thereunder.

            (b) Distributions in Kind. If any property is distributed to a
Partner in kind, the Capital Accounts of the Partners shall be adjusted
immediately prior to such distribution to reflect the manner in which the
unrealized income, gain, loss and deduction inherent in such property (that has
not been reflected in the Capital Accounts previously) would have been allocated
between the Partners under Section 3.3 if there had been a taxable disposition
of the property for its fair market value.

3.2 Distributions.

            (a) Distributions Prior to Dissolution. The Partnership may
distribute cash or property of the Partnership to the Partners prior to the
dissolution of the Partnership at the discretion of the Managing Partner, and
any such distributions shall be made to the Partners in proportion to their
Capital Contributions until the Partners have received distributions equal to
their respective Capital Contributions and thereafter to the Partners in
accordance with their Partnership Interests.

            (b) Distributions on Dissolution and Termination of the Partnership.
Cash or property of the Partnership available for distribution incident to the
dissolution and termination of the Partnership, as provided for in Section 6,
shall be distributed to the Partners in accordance with their respective
positive Capital Account balances, determined after allocation of Profits and
Losses, including allocations pursuant to Section 3.3(d). Without limiting the
effect of the foregoing sentence, the Partners intend that cash or property of
the Partnership available for distribution incident to the dissolution and
termination of the Partnership will be distributed to the Partners in proportion
to their Capital Contributions until the Partners have received distributions
equal to their respective Capital Contributions and thereafter to the Partners
in accordance with their Partnership Interests.
   6
3.3 Allocations of Profits and Losses.

            (a) Definition of Profits and Losses. "Profits" and "Losses" mean
the annual income and loss, respectively, of the Partnership for a fiscal year
(or portion thereof) as determined by the Partnership's accountants in
accordance with principles applied in determining income, gains, expenses,
deductions, and losses reported by the Partnership for federal income tax
purposes on its partnership tax return, including, as applicable, any gain or
loss from the sale, exchange, or other disposition of assets.

            (b) Allocations of Losses Prior to Liquidation. Except as otherwise
provided in this Agreement, all Losses and all expenditures of the Partnership
that are not deductible in computing taxable income and are not capital
expenditures, including expenditures described in Sections 705(a)(2)(B) and
709(a) of the Code, shall be allocated for each fiscal year (or portion thereof)
between the Partners as follows:

                  (1) First, to the Partners with positive balances in their
Capital Accounts, to the extent of, and in proportion to, those positive
balances; and

                  (2) Second, to the Partners in accordance with their
Partnership Interests.

            (c) Allocations of Profits Prior to Liquidation. Except as otherwise
provided in this Agreement, all Profits and tax-exempt income and gain shall be
allocated for each fiscal year (or portion thereof) between the Partners as
follows:

                  (1) First, to Partners having deficit balances in their
Capital Accounts to the extent of, and in proportion to, those deficits;

                  (2) Second, to the Partners in accordance with their
Partnership Interests.

            (d) Allocation of Gain or Loss Upon Liquidation. Notwithstanding
Section 3.3(b) and Section 3.3(c), gain or loss recognized upon any sale,
exchange, or other disposition of any assets of the Partnership incident to the
dissolution and termination of the Partnership shall be allocated between the
Partners so as to cause the credit balance in each Partner's Capital Account to
equal, as nearly as possible, the 
   7
amount each Partner would receive in a distribution on dissolution, if the
distribution were made in accordance with the Partners' intentions as described
in Section 3.2(b).

            (e) Section 704(c) and Similar Allocations. Gain or loss with
respect to any property contributed to the Partnership by a Partner shall be
allocated between the Partners, solely for tax purposes, in accordance with the
principles of Section 704(c) of the Code and the Treasury Regulations
promulgated thereunder, so as to take into account the variation, if any,
between the fair market value and the adjusted basis of such property at the
time of contribution. To the maximum extent permitted under Section 704(c) of
the Code and the Treasury Regulations promulgated thereunder, deductions
attributable to contributed property shall be allocated to the noncontributing
Partners based on the fair market value of such property at the time of
contribution, and all remaining deductions shall be allocated to the
contributing Partner.

SECTION 4   RIGHTS, POWERS, AND DUTIES OF THE PARTNERS.

            4.1 General. UHF Investments, Inc. shall be the Managing Partner of
the Partnership. The Managing Partner shall have full and complete charge of all
affairs of the Partnership, and the management and control of the Partnership's
business shall rest exclusively with the Managing Partner.

            4.2 Specific Rights, Powers, and Duties. The Managing Partner shall
be responsible for the management and operations of the Partnership and shall
have all powers necessary to manage and control the Partnership and to conduct
its business.

SECTION 5   TRANSFER OF PARTNERSHIP INTERESTS.

            5.1 Transfers Prohibited. Subject to Section 6.2, the interest of a
Partner in the Partnership may not be assigned, transferred, or otherwise
disposed of except with the prior written consent of the other Partner.

SECTION 6   DISSOLUTION AND TERMINATION.

            6.1 Events of Dissolution. The Partnership shall dissolve upon the
earliest to occur of:
   8
            (a) an election to dissolve the Partnership made by the Partners;

            (b) the "Bankruptcy" (as defined in the Act) of the Partnership or
any Partner;

            (c) the sale, exchange, or other disposition of all or substantially
all the assets of the Partnership;

            (d) the happening of any event that, under the Act, causes the
dissolution of a partnership; or

            (e) August 31, 2010.

            6.2 Upon dissolution, the proceeds from the liquidation of
Partnership assets, after payment of the just debts and liabilities of the
Partnership and any expenses incurred in dissolving and winding up the
Partnership, shall be distributed to the Partners in accordance with their
Partnership Interests.

            6.3 Upon the dissolution, winding up, and termination of the
Partnership, no Partner shall be entitled to transact business for or in the
name of the Partnership, to represent itself as a Partner in the Partnership, or
to otherwise imply in any manner that the Partnership is still in existence.

6.4 Liquidation.

            (a) Actions by Liquidator. Upon the dissolution and termination of
the Partnership, the Managing Partner shall act as liquidator to wind up the
Partnership. The liquidator shall have full power and authority to sell, assign,
and encumber any of the Partnership's assets and to wind up and liquidate the
affairs of the Partnership in an orderly and businesslike manner.

            (b) Distribution of Proceeds. The proceeds of liquidation, after
payment of the debts and liabilities of the Partnership (including any loans
made by the Partners or any of their affiliates to the Partnership), payment of
the expenses of liquidation, and the establishment of any reserves that the
liquidator reasonably deems necessary for potential 
   9
or contingent liabilities of the Partnership, shall be distributed to the
Partners as provided in Section 3.2(b).

            6.5 Effect of Withdrawal or Bankruptcy of Managing Partner. The
withdrawal or Bankruptcy of the Managing Partner shall not alter the allocations
and distributions to be made to the Partners pursuant to this Agreement.

SECTION 7   AMENDMENTS TO AGREEMENT.

            No amendment to this Agreement shall be effective unless evidenced
by a writing executed by both Partners. Any amendment made hereunder shall be
effective as of the date specified in the amendment.

SECTION 8   GENERAL TERMS.

            8.1 Titles and Captions. All section or paragraph titles or captions
contained in this Agreement and the order of sections and paragraphs are for
convenience only and shall not be deemed part of this Agreement.

            8.2 Further Action. The parties shall execute and deliver all
documents, provide all information and take all actions that are necessary or
appropriate to achieve the purposes of this Agreement.

            8.3 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

            8.4 Agreement Binding. This Agreement shall inure to the benefit of
and be binding upon the heirs, executors, administrators, successors and assigns
of the parties.

            8.5 Separability of Provisions. Each provision of this Agreement
shall be considered separable and if for any reason any provision which is not
essential to the effectuation of the basic purpose of this Agreement is
determined to be invalid or unenforceable, such invalidity or unenforceability
shall not impair the 
   10
operation of or otherwise affect those provisions of this Agreement which are
valid.

            8.6 Counterparts. This Agreement may be executed in several
counterparts and, as so executed, shall constitute one agreement, binding on all
the parties. Any counterpart of this Agreement or of any amendment, which has
attached to it separate signature pages, which altogether contain the signatures
of both Partners, shall for all purposes be deemed a fully executed instrument.
   11
            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first written above.

                                    UHF INVESTMENTS, INC.

                                    By: /s/ Michael Drayer
                                        _____________________________
                                    Michael Drayer, Vice President

                                    SILVER KING BROADCASTING OF VINELAND, INC.

                                    By: /s/ Michael Drayer
                                        _____________________________
                                        Michael Drayer, Secretary
   12
                                  Attachment A

                          SKVI BROADCASTING PARTNERSHIP

               WHSP-TV Main Station License - Expires June 1, 1999

WGZ-568     TV ICR
WGZ-565     TV ICR
WGZ-556     TV ICR
WGX-210     TV ICR
WGZ-567     TV ICR
WGX-209     TV STL
WGZ-564     TV ICR

EX-3.113

   1
                                                                   EXHIBIT 3.113

                              PARTNERSHIP AGREEMENT

                                       OF

                          SKMD BROADCASTING PARTNERSHIP

                  This PARTNERSHIP AGREEMENT (the "Agreement") is executed as of
the 29th day of July 1994, by and between UHF Investments, Inc., a Delaware
corporation, and Silver King Broadcasting of Maryland, Inc., a Delaware
corporation.

                                     RECITAL

                  The parties to this Agreement desire to enter into this
Agreement to provide for the formation of a general partnership, the allocation
of profits and losses, cash flow, and other proceeds of the Partnership between
the Partners, the respective rights, obligations, and interests of the Partners
to each other and to the Partnership, and certain other matters.

                                    AGREEMENT

                  In consideration of the mutual covenants and agreements set
forth in this Agreement, the parties agree as follows:

SECTION 1         THE PARTNERSHIP AND ITS BUSINESS.

                  1.1 Formation and Continuation. The parties to this Agreement
(the "Partners") hereby form a general partnership (the "Partnership") under the
Uniform Partnership Act of the State of Delaware (the "Act"). The rights and
liabilities of the Partners shall be as provided in the Act, except as expressly
provided in this Agreement.

                  1.2 Partnership Name. The name of the Partnership is "SKMD
Broadcasting Partnership."

                  1.3 Term of Partnership. The term of the Partnership shall
commence on the date of this Agreement and shall continue until terminated in
accordance with Section 6.

                                       1
   2
                  1.4 Purposes of the Partnership. The purposes of the
Partnership shall be to hold all licenses, permits, and authorizations issued by
the Federal Communications Commission, now or in the future, in connection with
the business and operations of television station WHSW-TV, Baltimore, Maryland
(the "Station"); to use such licenses, permits, and authorizations in the
conduct of the business of such television station by Silver King Broadcasting
of Maryland, Inc.; and to do all other things necessary, appropriate, or
advisable in connection with those purposes.

                  1.5 Principal Place of Business. The principal place of
business of the Partnership shall be located at 12425 28th Street North, Suite
300 St. Petersburg, Florida 33716, or any other place that the Partners may
elect.

                  1.6 Fiscal Year. The fiscal year of the Partnership shall end
August 31, of each year.

SECTION 2         PARTNERSHIP INTERESTS; CAPITAL CONTRIBUTIONS.

                  2.1 Partnership Interest. Except as otherwise provided herein,
the interest of each Partner in the Partnership and in all of the Partnership
assets shall be as follows:



                                                                         
                  UHF Investments, Inc.                                      1%
                  Silver King Broadcasting of Maryland, Inc.                99%


Such interest is hereinafter referred to as such Partner's "Partnership
Interest" in the Partnership.

                  (a) The respective capital account of each Partner shall
reflect the Partnership Interest of each Partner, adjusted as provided in this
Agreement.

                  (b) Each Partner shall receive the same percentage of the net
profits and losses of the Partnership as the Partnership Interest held by such
Partner.

                  2.2 Definition of Capital Contributions. For purposes of this
Agreement, "Capital Contribution" means, for any Partner, the amount of money
plus the fair market value of property that the Partner contributes to the
capital of the Partnership pursuant to this Section 2.

2.3  Capital Contributions by Partners.

                                       2
   3
                  (a) Initial Contributions. Silver Ring Broadcasting of
Maryland, Inc. hereby assigns to the Partnership as a Capital Contribution all
of its right, interest and title in and to the licenses, permits, and
authorizations issued by the Federal Communications Commission and now held by
Silver King Broadcasting of Maryland, Inc., in connection with the business and
operations of the Station which are set forth on Attachment A hereto. The
Partners agree that such licenses, permits, and authorizations have a fair
market value equal to the value assigned thereto on the books of Silver King
Broadcasting of Maryland, Inc. UHF Investments, Inc. shall make a pro rata cash
contribution to the Partnership.

                  (b) Additional Contributions. The Partners shall make
additional Capital Contributions to the Partnership as shall be mutually agreed
upon by both Partners.

                  2.4 Holding of Title. Title to all Partnership assets shall be
held in the Partnership name.

                  2.5 Exculpation. A Partner, and its stockholders, affiliates,
agents, and representatives shall not be liable, in damages or otherwise, to the
Partnership or to any other Partner for any loss that arises out of any acts
performed or omitted by it pursuant to the authority granted by this Agreement
except where any act or omission constitutes gross negligence or willful
misconduct. A Partner shall look solely to the assets of the Partnership for
return of the Partner's investment, and if the property of the Partnership
remaining after the discharge of the debts and liabilities of the Partnership is
insufficient to return a Partner's investment, a Partner shall have no recourse
against any other Partner.

2.6  Permitted Transactions.

                  (a) Other Businesses. Any Partner (and any stockholder,
affiliate, agent, or representative of a Partner) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, whether currently existing or hereafter created, including
business ventures engaged in the acquisition, ownership, operation, or
management of television stations. Neither the Partnership nor any Partner shall
have any rights in or to any independent ventures of any of the Partners or to
the

                                        3
   4
income or profits derived therefrom, nor shall any Partner have any obligation
to any other Partner with respect to any such enterprise or related transaction.

                  (b) Transactions with Partners and Affiliates. Nothing in this
Agreement shall preclude transactions between the Partnership and a Partner or a
stockholder, affiliate, agent, or representative of a Partner.

SECTION 3         CAPITAL ACCOUNTS,  DISTRIBUTIONS, PROFITS,  AND LOSSES.

3.1  Capital Accounts.

                  (a) Generally. A separate "Capital Account" shall be
maintained for each Partner in accordance with the Internal Revenue Code of 1986
(the "Code") and the Treasury Regulations thereunder. Subject to any contrary
requirements of the Code and the Treasury Regulations thereunder, each Partner's
Capital Account shall be (a) increased by (l) the amount of any cash contributed
to the Partnership by the Partner; (2) the fair market value of any property
contributed by the Partner to the Partnership (net of liabilities secured by the
contributed property that the Partnership is considered to assume or take
subject to under Section 752 of the Code); (3) any amount deemed contributed
pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(c) or any amount paid
to any person or entity in satisfaction of a liability of the Partnership; (4)
allocations to the Partner of Profits or items of income or gain pursuant to
Section 3.3; (5) allocations to the Partner of unrealized gain pursuant to
Section 3.1(b); and (6) other additions made in accordance with the Code and the
Treasury Regulations thereunder; and (b) decreased by (1) the amount of money
distributed to the Partner by the Partnership; (2) the fair market value
(without regard to Section 7701(g) of the Code) of property distributed to the
Partner by the Partnership (net of liabilities secured by the distributed
property that the Partner is considered to assume or take subject to under
Section 752 of the Code); (3) any amount deemed distributed pursuant to Treasury
Regulations Section 1.704-l(b)(2)(iv)(c); (4) allocations to the Partner of
Losses or items of expense, deduction, or loss pursuant to Section 3.3; (5)
allocations to the Partner of unrealized loss pursuant to Section 3.1(b); and
(6) other reductions made in accordance with the Code and the Treasury
Regulations thereunder.

                                       4
   5
                  (b) Distributions in Kind. If any property is distributed to a
Partner in kind, the Capital Accounts of the Partners shall be adjusted
immediately prior to such distribution to reflect the manner in which the
unrealized income, gain, loss and deduction inherent in such property (that has
not been reflected in the Capital Accounts previously) would have been allocated
between the Partners under Section 3.3 if there had been a taxable disposition
of the property for its fair market value.

3.2  Distributions.

                  (a) Distributions Prior to Dissolution. The Partnership may
distribute cash or property of the Partnership to the Partners prior to the
dissolution of the Partnership at the discretion of the Managing Partner, and
any such distributions shall be made to the Partners in proportion to their
Capital Contributions until the Partners have received distributions equal to
their respective Capital Contributions and thereafter to the Partners in
accordance with their Partnership Interests.

                  (b) Distributions on Dissolution and Termination of the
Partnership. Cash or property of the Partnership available for distribution
incident to the dissolution and termination of the Partnership, as provided for
in Section 6, shall be distributed to the Partners in accordance with their
respective positive Capital Account balances, determined after allocation of
Profits and Losses, including allocations pursuant to Section 3.3(d). Without
limiting the effect of the foregoing sentence, the Partners intend that cash or
property of the Partnership available for distribution incident to the
dissolution and termination of the Partnership will be distributed to the
Partners in proportion to their Capital Contributions until the Partners have
received distributions equal to their respective Capital Contributions and
thereafter to the Partners in accordance with their Partnership Interests.

3.3  Allocations of Profits and Losses.

                  (a) Definition of Profits and Losses. "Profits" and "Losses"
mean the annual income and loss, respectively, of the Partnership for a fiscal
year (or portion thereof) as determined by the Partnership's accountants in
accordance with principles applied in

                                       5
   6
determining income, gains, expenses, deductions, and losses reported by the
Partnership for federal income tax purposes on its partnership tax return,
including, as applicable, any gain or loss from the sale, exchange, or other
disposition of assets.

                  (b) Allocations of Losses Prior to Liquidation. Except as
otherwise provided in this Agreement, all Losses and all expenditures of the
Partnership that are not deductible in computing taxable income and are not
capital expenditures, including expenditures described in Sections 705(a)(2)(B)
and 709(a) of the Code, shall be allocated for each fiscal year (or portion
thereof) between the Partners as follows:

                           (1) First, to the Partners with positive balances in
their Capital Accounts, to the extent of, and in proportion to, those positive
balances; and

                           (2) Second, to the Partners in accordance with their
Partnership Interests.

                  (c) Allocations of Profits Prior to Liquidation. Except as
otherwise provided in this Agreement, all Profits and tax-exempt income and gain
shall be allocated for each fiscal year (or portion thereof) between the
Partners as follows:

                           (1) First, to Partners having deficit balances in
their Capital Accounts to the extent of, and in proportion to, those deficits;

                           (2) Second, to the Partners in accordance with their
Partnership Interests.

                  (d) Allocation of Gain or Loss Upon Liquidation.
Notwithstanding Section 3.3(b) and Section 3.3(c), gain or loss recognized upon
any sale, exchange, or other disposition of any assets of the Partnership
incident to the dissolution and termination of the Partnership shall be
allocated between the Partners so as to cause the credit balance in each
Partner's Capital Account to equal, as nearly as possible, the amount each
Partner would receive in a distribution on dissolution, if the distribution were
made in accordance with the Partners' intentions as described in Section 3.2(b).

                  (e) Section 704 (c) and Similar Allocations. Gain or loss with
respect to the Partnership by a Partner shall be allocated between the Partners,
solely for tax purposes, in

                                       6
   7
accordance with the principles of Section 704(c) of the Code and the Treasury
Regulations promulgated thereunder, so as to take into account the variation, if
any, between the fair market value and the adjusted basis of such property at
the time of contribution. To the maximum extent permitted under Section 704(c)
of the Code and the Treasury Regulations promulgated thereunder, deductions
attributable to contributed property shall be allocated to the noncontributing
Partners based on the fair market value of such property at the time of
contribution, and all remaining deductions shall be allocated to the
contributing Partner.

SECTION 4         RIGHTS, POWERS, AND DUTIES OF THE PARTNERS.

                  4.1 General. UHF Investments, Inc. shall be the Managing
Partner of the Partnership. The Managing Partner shall have full and complete
charge of all affairs of the Partnership, and the management and control of the
Partnership's business shall rest exclusively with the Managing Partner.

                  4.2 Specific Rights, Powers, and Duties. The Managing Partner
shall be responsible for the management and operations of the Partnership and
shall have all powers necessary to manage and control the Partnership and to
conduct its business.

SECTION 5         TRANSFER OF PARTNERSHIP INTERESTS.

                  5.1 Transfers Prohibited. Subject to Section 6.2, the interest
of a Partner in the Partnership may not be assigned, transferred, or otherwise
disposed of except with the prior written consent of the other Partner.

SECTION 6         DISSOLUTION AND TERMINATION.

                  6.1 Events of Dissolution. The Partnership shall dissolve upon
the earliest to occur of:

                  (a) an election to dissolve the Partnership made by the
Partners;

                  (b) the "Bankruptcy" (as defined in the Act) of the
Partnership or any Partner;

                  (c) the sale, exchange, or other disposition of all or
substantially all the assets of the Partnership;

                                        7
   8
                  (d) the happening of any event that, under the Act, causes the
dissolution of a partnership; or

(e)  August 31, 2010.

                  6.2 Upon dissolution, the proceeds from the liquidation of
Partnership assets, after payment of the just debts and liabilities of the
Partnership and any expenses incurred in dissolving and winding up the
Partnership, shall be distributed to the Partners in accordance with their
Partnership Interests.

                  6.3 Upon the dissolution, winding up, and termination of the
Partnership, no Partner shall be entitled to transact business for or in the
name of the Partnership, to represent itself as a Partner in the Partnership, or
to otherwise imply in any manner that the Partnership is still in existence.

6.4  Liquidation.

                  (a) Actions by Liquidator. Upon the dissolution and
termination of the Partnership, the Managing Partner shall act as liquidator to
wind up the Partnership. The liquidator shall have full power and authority to
sell, assign, and encumber any of the Partnership's assets and to wind up and
liquidate the affairs of the Partnership in an orderly and businesslike manner.

                  (b) Distribution of Proceeds. The proceeds of liquidation,
after payment of the debts and liabilities of the Partnership (including any
loans made by the Partners or any of their affiliates to the Partnership),
payment of the expenses of liquidation, and the establishment of any reserves
that the liquidator reasonably deems necessary for potential or contingent
liabilities of the Partnership, shall be distributed to the Partners as provided
in Section 3.2(b).

                  6.5 Effect of Withdrawal or Bankruptcy of Managing Partner.
The withdrawal or Bankruptcy of the Managing Partner shall not alter the
allocations and distributions to be made to the Partners pursuant to this
Agreement.

SECTION 7         AMENDMENTS TO AGREEMENT.

                                       8
   9
                  No amendment to this Agreement shall be effective unless
evidenced by a writing executed by both Partners. Any amendment made hereunder
shall be effective as of the date specified in the amendment.

SECTION 8         GENERAL TERMS.

                  8.1 Titles and Captions. All section or paragraph titles or
captions contained in this Agreement and the order of sections and paragraphs
are for convenience only and shall not be deemed part of this Agreement.

                  8.2 Further Action. The parties shall execute and deliver all
documents, provide all information and take all actions that are necessary or
appropriate to achieve the purposes of this Agreement.

                  8.3 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

                  8.4 Agreement Binding. This Agreement shall inure to the
benefit of and be binding upon the heirs, executors, administrators, successors
and assigns of the parties.

                  8.5 Separability of Provisions. Each provision of this
Agreement shall be considered separable and if for any reason any provision
which is not essential to the effectuation of the basic purpose of this
Agreement is determined to be invalid or unenforceable, such invalidity or
unenforceability shall not impair the operation of or otherwise affect those
provisions of this Agreement which are valid.

                  8.6 Counterparts. This Agreement may be executed in several
counterparts and, as so executed, shall constitute one agreement, binding on all
the parties. Any counterpart of this Agreement or of any amendment, which has
attached to it separate signature pages, which altogether contain the signatures
of both Partners, shall for all purposes be deemed a fully executed instrument.

                                       9
   10
                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written above.

                                  UHF INVESTMENTS, INC.

                                  By: /s/ Michael Drayer
                                      __________________ 
                                  Michael Drayer, Vice President
 
                                  SILVER KING BROADCASTING OF MARYLAND, INC.

                                  By: /s/ Michael Drayer      
                                      __________________
                                  Michael Drayer, Secretary

                                       10
   11
                                  Attachment A

                          SKMD BROADCASTING PARTNERSHIP

WHSW-TV  Main Station License - Expires October 1, 1996
WLG-271  TV STL 
KPJ-890  R/P Base Mobile System

                                       11

EX-3.114

   1
                                                                  EXHIBIT 3.114


                      AMENDMENT OF PARTNERSHIP AGREEMENT OF
                          SKMD BROADCASTING PARTNERSHIP
                          Delaware General Partnership


         The undersigned, in their capacity as general partners (the "General
Partners") of the Delaware general partnership SKMD Broadcasting Partnership
(the "Partnership"), hereby consent to the adoption of the following
resolutions:

         WHEREAS, SKMD Broadcasting Partnership is subject to a Partnership
Agreement dated as of July 29, 1994 between UHF Investments, Inc. (now known as
USA Station Group, Inc.), a Delaware corporation, and USA Station Group of
Maryland, Inc. (now known as USA Station Group of Atlanta Inc.) (the
"Partnership Agreement");

         WHEREAS, the name of the General Partners to the Partnership Agreement
has been changed; and

         WHEREAS, both of the parties hereto desire to amend the name of the
existing Partnership Agreement from SKMD Broadcasting Partnership to USA Station
Group Partnership of Atlanta to reflect the new name of the General Partners;

         NOW, THEREFORE, BE IT RESOLVED that the officers of each of the parties
are authorized to amend the name of the Partnership Agreement from SKMD
Broadcasting Partnership to USA Station Group Partnership of Atlanta to reflect
the new names of the General Partners.

         FURTHER RESOLVED, except as set forth herein, all of the terms and
provisions of the existing Partnership Agreement shall remain the same and shall
continue in full force and effect.

         By their signature below, both of the parties signify their agreement.

         Dated as of the 6th day of November, 1998.

                                           USA STATION GROUP, INC.
                                           (f/k/a UHF Investments, Inc.)
                                           Managing General Partner of the SKMD
                                           Broadcasting Partnership


                                           BY:/s/  JULIUS GENACHOWSKI
                                           ____________________________________ 
                                                    JULIUS GENACHOWSKI
                                                    VICE PRESIDENT AND SECRETARY
   2
                                            USA STATION GROUP OF ATLANTA
                                            (f/k/a Silver King Broadcasting
                                            of Maryland, Inc.)

                                            BY:/s/ JULIUS GENACHOWSKI 
                                               ________________________________
                                               JULIUS GENACHOWSKI 
                                               VICE PRESIDENT AND SECRETARY

EX-3.115

   1
                                                                   EXHIBIT 3.115

                              PARTNERSHIP AGREEMENT

                                       OF

                          SKLA BROADCASTING PARTNERSHIP


            This PARTNERSHIP AGREEMENT (the "Agreement") is executed as of the
29th day of July 1994, by and between UHF Investments, Inc., a Delaware
corporation, and Silver King Broadcasting of Southern California, Inc., a
Delaware corporation.

                                     RECITAL

            The parties to this Agreement desire to enter into this Agreement to
provide for the formation of a general partnership, the allocation of profits
and losses, cash flow, and other proceeds of the Partnership between the
Partners, the respective rights, obligations, and interests of the Partners to
each other and to the Partnership, and certain other matters.

                                    AGREEMENT

            In consideration of the mutual covenants and agreements set forth in
this Agreement, the parties agree as follows:

SECTION 1 THE PARTNERSHIP AND ITS BUSINESS.

      1.1 Formation and Continuation. The parties to this Agreement (the
"Partners") hereby form a general partnership (the "Partnership") under the
Uniform Partnership Act of the State of Delaware (the "Act"). The rights and
liabilities of the Partners shall be as provided in the Act, except as expressly
provided in this Agreement.

      1.2  Partnership Name.  The name of the Partnership is "SKLA
Broadcasting Partnership."

      1.3 Term of Partnership. The term of the Partnership shall commence on the
date of this Agreement and shall continue until terminated in accordance with
Section 6.
   2
      1.4 Purposes of the Partnership. The purposes of the Partnership shall be
to hold all licenses, permits, and authorizations issued by the Federal
Communications Commission, now or in the future, in connection with the business
and operations of television station KHSC-TV, Ontario, California (the
"Station"); to use such licenses, permits, and authorizations in the conduct of
the business of such television station by Silver King Broadcasting of Southern
California, Inc.; and to do all other things necessary, appropriate, or
advisable in connection with those purposes.

      1.5 Principal Place of Business. The principal place of business of the
Partnership shall be located at 12425 28th Street North, Suite 300 St.
Petersburg, Florida 33716, or any other place that the Partners may elect.

      1.6 Fiscal Year.  The fiscal year of the Partnership shall end August
31, of each year.

SECTION 2 PARTNERSHIP INTERESTS: CAPITAL CONTRIBUTIONS.

      2.1 Partnership Interest. Except as otherwise provided herein, the
interest of each Partner in the Partnership and in all of the Partnership assets
shall be as follows:

            UHF Investments, Inc.                                     1%
            Silver King Broadcasting of Southern California, Inc     99%

Such interest is hereinafter referred to as such Partner's "Partnership
Interest" in the Partnership.

            (a) The respective capital account of each Partner shall reflect the
Partnership Interest of each Partner, adjusted as provided in this Agreement.

            (b) Each Partner shall receive the same percentage of the net
profits and losses of the Partnership as the Partnership Interest held by such
Partner.

      2.2 Definition of Capital Contributions. For purposes of this Agreement,
"Capital Contribution" means, for any Partner, the amount of money plus the fair
market value of property that the Partner contributes to the capital of the
Partnership pursuant to this Section 2.

      2.3 Capital Contributions by Partners.
   3
            (a) Initial Contributions. Silver King Broadcasting of Southern
California, Inc. hereby assigns to the Partnership as a Capital Contribution all
of its right, interest and title in and to the licenses, permits, and
authorizations issued by the Federal Communications Commission and now held by
Silver King Broadcasting of Southern California, Inc., in connection with the
business and operations of the Station which are set forth on Attachment A
hereto. The Partners agree that such licenses, permits, and authorizations have
a fair market value equal to the value assigned thereto on the books of Silver
King Broadcasting of Southern California, Inc. UHF Investments, Inc. shall make
a pro rata cash contribution to the Partnership.

            (b) Additional Contributions. The Partners shall make additional
Capital Contributions to the Partnership as shall be mutually agreed upon by
both Partners.

      2.4 Holding of Title. Title to all Partnership assets shall be held in the
Partnership name.

      2.5 Exculpation. A Partner, and its stockholders, affiliates, agents, and
representatives shall not be liable, in damages or otherwise, to the Partnership
or to any other Partner for any loss that arises out of any acts performed or
omitted by it pursuant to the authority granted by this Agreement except where
any act or omission constitutes gross negligence or willful misconduct. A
Partner shall look solely to the assets of the Partnership for return of the
Partner's investment, and if the property of the Partnership remaining after the
discharge of the debts and liabilities of the Partnership is insufficient to
return a Partner's investment, a Partner shall have no recourse against any
other Partner.

      2.6 Permitted Transactions.

            (a) Other Businesses. Any Partner (and any stockholder, affiliate,
agent, or representative of a Partner) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, whether currently existing or hereafter created, including business
ventures engaged in the acquisition, ownership, operation, or management of
television stations. Neither the Partnership nor 
   4
any Partner shall have any rights in or to any independent ventures of any of
the Partners or to the income or profits derived therefrom, nor shall any
Partner have any obligation to any other Partner with respect to any such
enterprise or related transaction.

            (b) Transactions with Partners and Affiliates. Nothing in this
Agreement shall preclude transactions between the Partnership and a Partner or a
stockholder, affiliate, agent, or representative of a Partner.

SECTION 3 CAPITAL ACCOUNTS, DISTRIBUTIONS, PROFITS, AND LOSSES.

      3.1  Capital Accounts.

            (a) Generally. A separate "Capital Account" shall be maintained for
each Partner in accordance with the Internal Revenue Code of 1986 (the "Code")
and the Treasury Regulations thereunder. Subject to any contrary requirements of
the Code and the Treasury Regulations thereunder, each Partner's Capital Account
shall be (a) increased by (l) the amount of any cash contributed to the
Partnership by the Partner; (2) the fair market value of any property
contributed by the Partner to the Partnership (net of liabilities secured by the
contributed property that the Partnership is considered to assume or take
subject to under Section 752 of the Code); (3) any amount deemed contributed
pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(c) or any amount paid
to any person or entity in satisfaction of a liability of the Partnership; (4)
allocations to the Partner of Profits or items of income or gain pursuant to
Section 3.3; (5) allocations to the Partner of unrealized gain pursuant to
Section 3.1(b); and (6) other additions made in accordance with the Code and the
Treasury Regulations thereunder; and (b) decreased by (l) the amount of money
distributed to the Partner by the Partnership; (2) the fair market value
(without regard to Section 7701(g) of the Code) of property distributed to the
Partner by the Partnership (net of liabilities secured by the distributed
property that the Partner is considered to assume or take subject to under
Section 752 of the Code); (3) any amount deemed distributed pursuant to Treasury
Regulations Section 1.704-l(b)(2)(iv)(c); (4) allocations to the Partner of
Losses or items of expense, deduction, or loss pursuant to Section 3.3; (5)
allocations to the Partner of unrealized loss pursuant to Section 3.1(b);  
   5
and (6) other reductions made in accordance with the Code and the Treasury
Regulations thereunder.

            (b) Distributions in Kind. If any property is distributed to a
Partner in kind, the Capital Accounts of the Partners shall be adjusted
immediately prior to such distribution to reflect the manner in which the
unrealized income, gain, loss and deduction inherent in such property (that has
not been reflected in the Capital Accounts previously) would have been allocated
between the Partners under Section 3.3 if there had been a taxable disposition
of the property for its fair market value.

      3.2  Distributions.

            (a) Distributions Prior to Dissolution. The Partnership may
distribute cash or property of the Partnership to the Partners prior to the
dissolution of the Partnership at the discretion of the Managing Partner, and
any such distributions shall be made to the Partners in proportion to their
Capital Contributions until the Partners have received distributions equal to
their respective Capital Contributions and thereafter to the Partners in
accordance with their Partnership Interests.

            (b) Distributions on Dissolution and Termination of the Partnership.
Cash or property of the Partnership available for distribution incident to the
dissolution and termination of the Partnership, as provided for in Section 6,
shall be distributed to the Partners in accordance with their respective
positive Capital Account balances, determined after allocation of Profits and
Losses, including allocations pursuant to Section 3.3(d). Without limiting the
effect of the foregoing sentence, the Partners intend that cash or property of
the Partnership available for distribution incident to the dissolution and
termination of the Partnership will be distributed to the Partners in proportion
to their Capital Contributions until the Partners have received distributions
equal to their respective Capital Contributions and thereafter to the Partners
in accordance with their Partnership Interests.
   6
      3.3  Allocations of Profits and Losses.

            (a) Definition of Profits and Losses. "Profits" and "Losses" mean
the annual income and loss, respectively, of the Partnership for a fiscal year
(or portion thereof) as determined by the Partnership's accountants in
accordance with principles applied in determining income, gains, expenses,
deductions, and losses reported by the Partnership for federal income tax
purposes on its partnership tax return, including, as applicable, any gain or
loss from the sale, exchange, or other disposition of assets.

            (b) Allocations of Losses Prior to Liquidation. Except as otherwise
provided in this Agreement, all Losses and all expenditures of the Partnership
that are not deductible in computing taxable income and are not capital
expenditures, including expenditures described in Sections 705(a)(2)(B) and
709(a) of the Code, shall be allocated for each fiscal year (or portion thereof)
between the Partners as follows:

                  (1) First, to the Partners with positive balances in their
Capital Accounts, to the extent of, and in proportion to, those positive
balances; and

                  (2) Second, to the Partners in accordance with their
Partnership Interests.

            (c) Allocations of Profits Prior to Liquidation. Except as otherwise
provided in this Agreement, all Profits and tax-exempt income and gain shall be
allocated for each fiscal year (or portion thereof) between the Partners as
follows:

                  (1) First, to Partners having deficit balances in their
Capital Accounts to the extent of, and in proportion to, those deficits;

                  (2) Second, to the Partners in accordance with their
Partnership Interests.

            (d) Allocation of Gain or Loss Upon Liquidation. Notwithstanding
Section 3.3(b) and Section 3.3(c), gain or loss recognized upon any sale,
exchange, or other disposition of any assets of the Partnership incident to the
dissolution and termination of the Partnership shall be allocated between the
Partners so as to cause the credit balance in each Partner's Capital Account to
equal, as nearly as possible, the 
   7
amount each Partner would receive in a distribution on dissolution, if the
distribution were made in accordance with the Partners' intentions as described
in Section 3.2(b).

            (e) Section 704(c) and Similar Allocations. Gain or loss with
respect to any property contributed to the Partnership by a Partner shall be
allocated between the Partners, solely for tax purposes, in accordance with the
principles of Section 704(c) of the Code and the Treasury Regulations
promulgated thereunder, so as to take into account the variation, if any,
between the fair market value and the adjusted basis of such property at the
time of contribution. To the maximum extent permitted under Section 704(c) of
the Code and the Treasury Regulations promulgated thereunder, deductions
attributable to contributed property shall be allocated to the noncontributing
Partners based on the fair market value of such property at the time of
contribution, and all remaining deductions shall be allocated to the
contributing Partner.

SECTION 4 RIGHTS, POWERS, AND DUTIES OF THE PARTNERS.

      4.1 General. UHF Investments, Inc. shall be the Managing Partner of the
Partnership. The Managing Partner shall have full and complete charge of all
affairs of the Partnership, and the management and control of the Partnership's
business shall rest exclusively with the Managing Partner.

      4.2 Specific Rights, Powers, and Duties. The Managing Partner shall be
responsible for the management and operations of the Partnership and shall have
all powers necessary to manage and control the Partnership and to conduct its
business.

SECTION 5 TRANSFER OF PARTNERSHIP INTERESTS.

      5.1 Transfers Prohibited. Subject to Section 6.2, the interest of a
Partner in the Partnership may not be assigned, transferred, or otherwise
disposed of except with the prior written consent of the other Partner.

SECTION 6 DISSOLUTION AND TERMINATION.

      6.1 Events of Dissolution. The Partnership shall dissolve upon the
earliest to occur of:
   8
            (a)  an election to dissolve the Partnership made by the Partners;

            (b)  the "Bankruptcy" (as defined in the Act) of the Partnership
or any Partner;

            (c) the sale, exchange, or other disposition of all or substantially
all the assets of the Partnership;

            (d) the happening of any event that, under the Act, causes the
dissolution of a partnership; or

            (e) August 31, 2010.

      6.2 Upon dissolution, the proceeds from the liquidation of Partnership
assets, after payment of the just debts and liabilities of the Partnership and
any expenses incurred in dissolving and winding up the Partnership, shall be
distributed to the Partners in accordance with their Partnership Interests.

      6.3 Upon the dissolution, winding up, and termination of the Partnership,
no Partner shall be entitled to transact business for or in the name of the
Partnership, to represent itself as a Partner in the Partnership, or to
otherwise imply in any manner that the Partnership is still in existence.

      6.4  Liquidation.

            (a) Actions by Liquidator. Upon the dissolution and termination of
the Partnership, the Managing Partner shall act as liquidator to wind up the
Partnership. The liquidator shall have full power and authority to sell, assign,
and encumber any of the Partnership's assets and to wind up and liquidate the
affairs of the Partnership in an orderly and businesslike manner.

            (b) Distribution of Proceeds. The proceeds of liquidation, after
payment of the debts and liabilities of the Partnership (including any loans
made by the Partners or any of their affiliates to the Partnership), payment of
the expenses of liquidation, and the establishment of any reserves that the
liquidator reasonably deems necessary for potential 
   9
or contingent liabilities of the Partnership, shall be distributed to the
Partners as provided in Section 3.2(b).

      6.5 Effect of Withdrawal or Bankruptcy of Managing Partner. The withdrawal
or Bankruptcy of the Managing Partner shall not alter the allocations and
distributions to be made to the Partners pursuant to this Agreement.

SECTION 7 AMENDMENTS TO AGREEMENT.

            No amendment to this Agreement shall be effective unless evidenced
by a writing executed by both Partners. Any amendment made hereunder shall be
effective as of the date specified in the amendment.

SECTION 8 GENERAL TERMS.

      8.1 Titles and Captions. All section or paragraph titles or captions
contained in this Agreement and the order of sections and paragraphs are for
convenience only and shall not be deemed part of this Agreement.

      8.2 Further Action. The parties shall execute and deliver all documents,
provide all information and take all actions that are necessary or appropriate
to achieve the purposes of this Agreement.

      8.3 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

      8.4 Agreement Binding. This Agreement shall inure to the benefit of and be
binding upon the heirs, executors, administrators, successors and assigns of the
parties.

      8.5 Separability of Provisions. Each provision of this Agreement shall be
considered separable and if for any reason any provision which is not essential
to the effectuation of the basic purpose of this Agreement is determined to be
invalid or unenforceable, such invalidity or unenforceability shall not impair
the operation of or otherwise affect those provisions of this Agreement which
are valid.

      8.6 Counterparts. This Agreement may be executed in several counterparts
and, as so executed, shall constitute one agreement, binding on all the parties.
Any counterpart 
   10
of this Agreement or of any amendment, which has attached to it separate
signature pages, which altogether contain the signatures of both Partners, shall
for all purposes be deemed a fully executed instrument.
   11
            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first written above.



                           UHF INVESTMENTS, INC.



                           By: /s/ Michael Drayer 
                               ________________________________
                           Michael Drayer, Vice President


                           SILVER KING BROADCASTING OF SOUTHERN CALIFORNIA,
                           INC.



                           By: /s/ Michael Drayer 
                               ________________________________
                           Michael Drayer, Secretary
   12
                                  Attachment A

                          SKLA BROADCASTING PARTNERSHIP

KHSC-TV Main Station License - Expires December 1, 1998

WLE-868 TV ICR
WLG-512 TV ICR
WHY-409 TV ICR
KPE-749 R/P Base Station
KPF-234 R/P Base Mobile System
WLJ-426 TV ICR
KPF-921 R/P Automatic Relay
WHS-445 TV STL
KB-96800 TV Pickup
WLD-829 TV ICR
KPF-234 R/P Base Mobile System
WHY-408 TV ICR
WLJ-356 TV STL
WLD-845 TV STL


E7008 Transmit/Receive - Expires April 6, 2004

E881404     Transmit Only - Expires January 13, 1999

EX-3.116

   1
                                                                   Exhibit 3.116

                              PARTNERSHIP AGREEMENT
                                       OF
                          SKTA BROADCASTING PARTNERSHIP

         This PARTNERSHIP AGREEMENT (the "Agreement") is executed as of the 29th
day of July 1994, by and between UHF Investments, Inc., a Delaware corporation,
and Silver King Broadcasting of Tampa, Inc., a Delaware corporation.

                                     RECITAL

         The parties to this Agreement desire to enter into this Agreement to
provide for the formation of a general partnership, the allocation of profits
and losses, cash flow, and other proceeds of the Partnership between the
Partners, the respective rights, obligations, and interests of the Partners to
each other and to the Partnership, and certain other matters.

                                    AGREEMENT

         In consideration of the mutual covenants and agreements set forth in
this Agreement, the parties agree as follows:

SECTION 1   THE PARTNERSHIP AND ITS BUSINESS.

         1.1 Formation and Continuation. The parties to this Agreement (the
"Partners") hereby form a general partnership (the "Partnership") under the
Uniform Partnership Act of the State of Delaware (the "Act"). The rights and
liabilities of the Partners shall be as provided in the Act, except as expressly
provided in this Agreement.

         1.2 Partnership Name. The name of the Partnership is "SKTA Broadcasting
Partnership."

         1.3 Term of Partnership. The term of the Partnership shall commence on
the date of this Agreement and shall continue until terminated in accordance
with Section 6.

         1.4 Purposes of the Partnership. The purposes of the Partnership shall
be to hold all licenses, permits, and authorizations issued by the Federal
Communications Commission, now or in the future, in connection with the business
and operations of television station WBHS-TV, Tampa, Florida (the "Station"); to
use such licenses, permits, and authorizations in the conduct of the business of
such television station by Silver King Broadcasting of Tampa, Inc.; and to do
all other things necessary, appropriate, or advisable in connection with those
purposes.

         1.5 Principal Place of Business. The principal place of business of the
Partnership shall be located at 12425 28th Street North, Suite 300 St.
Petersburg Florida 33716, or any other place that the Partners may elect.
   2
         1.6 Fiscal Year. The fiscal year of the Partnership shall end August
3l, of each year.

SECTION 2  PARTNERSHIP INTERESTS: CAPITAL CONTRIBUTIONS.

         2.l Partnership Interest. Except as otherwise provided herein, the
interest of each Partner in the Partnership and in all of the Partnership assets
shall be as follows:

                  UHF Investments, Inc.                                    1%
                  Silver King Broadcasting of Tampa, Inc.                 99%

Such interest is hereinafter referred to as such Partner's "Partnership
Interest" in the Partnership.

                   (a) The respective capital account of each Partner shall
reflect the Partnership Interest of each Partner, adjusted as provided in this
Agreement.

                   (b) Each Partner shall receive the same percentage of the net
profits and losses of the Partnership as the Partnership Interest held by such
Partner.

         2.2 Definition of Capital Contributions. For purposes of this
Agreement, "Capital Contribution" means, for any Partner, the amount of money
plus the fair market value of property that the Partner contributes to the
capital of the Partnership pursuant to this Section 2.

         2.3 Capital Contributions by Partners.

                   (a) Initial Contributions. Silver King Broadcasting of Tampa,
Inc. hereby assigns to the Partnership as a Capital Contribution all of its
right, interest and title in and to the licenses, permits, and authorizations
issued by the Federal Communications Commission and now held by Silver King
Broadcasting of Tampa, Inc., in connection with the business and operations of
the Station which are set forth on Attachment A hereto. The Partners agree that
such licenses, permits, and authorizations have a fair market value equal to the
value assigned thereto on the books of Silver King Broadcasting of Tampa, Inc..
UHF Investments, Inc. shall make a pro rata cash contribution to the
Partnership.

                   (b) Additional Contributions. The Partners shall make
additional Capital Contributions to the Partnership as shall be mutually agreed
upon by both Partners.

         2.4 Holding of Title. Title to all Partnership assets shall be held in
the Partnership name.

         2.5 Exculpation. A Partner, and its stockholders, affiliates, agents,
and representatives shall not be liable, in damages or otherwise, to the
Partnership or to any other Partner for any loss that arises out of any acts
performed or omitted by it pursuant 


                                       2
   3
to the authority granted by this Agreement except where any act or omission
constitutes gross negligence or willful misconduct. A Partner shall look solely
to the assets of the Partnership for return of the Partner's investment, and if
the property of the Partnership remaining after the discharge of the debts and
liabilities of the Partnership is insufficient to return a Partner's investment,
a Partner shall have no recourse against any other Partner.

         2.6 Permitted Transactions.

                   (a) Other Businesses. Any Partner (and any stockholder,
affiliate, agent, or representative of a Partner) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, whether currently existing or hereafter created, including
business ventures engaged in the acquisition, ownership, operation, or
management of television stations. Neither the Partnership nor any Partner shall
have any rights in or to any independent ventures of any of the Partners or to
the income or profits derived therefrom, nor shall any Partner have any
obligation to any other Partner with respect to any such enterprise or related
transaction.

                   (b) Transactions with Partners and Affiliates. Nothing in
this Agreement shall preclude transactions between the Partnership and a Partner
or a stockholder, affiliate, agent, or representative of a Partner.

SECTION 3   CAPITAL ACCOUNTS, DISTRIBUTIONS, PROFITS, AND LOSSES.

         3.1 Capital Accounts.

                   (a) Generally. A separate "Capital Account" shall be
maintained for each Partner in accordance with the Internal Revenue Code of 1986
(the "Code") and the Treasury Regulations thereunder. Subject to any contrary
requirements of the Code and the Treasury Regulations thereunder, each Partner's
Capital Account shall be (a) increased by (1) the amount of any cash contributed
to the Partnership by the Partner (2) the fair market value of any property
contributed by the Partner to the Partnership (net of liabilities secured by the
contributed property that the Partnership is considered to assume or take
subject to under Section 752 of the Code); (3) any amount deemed contributed
pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(c) or any amount paid
to any person or entity in satisfaction of a liability of the Partnership; (4)
allocations to the Partner of Profits or items of income or gain pursuant to
Section 3.3; (5) allocations to the Partner of unrealized gain pursuant to
Section 3.1(b); and (6) other additions made in accordance with the Code and the
Treasury Regulations thereunder; and (b) decreased by (l) the amount of money
distributed to the Partner by the Partnership; (2) the fair market value
(without regard to Section 7701(g) of the Code) of property distributed to the
Partner by the Partnership (net of liabilities secured by the distributed
property that the Partner is considered to assume or take subject to under
Section 752 of the Code); (3) any amount deemed distributed pursuant to Treasury
Regulations Section 1.704-l(b)(2)(iv)(c); (4) allocations to the Partner of
Losses or items of expense, deduction, or loss pursuant to 


                                       3
   4
Section 3.3; (5) allocations to the Partner of unrealized loss pursuant to
Section 3.1(b); and (6) other reductions made in accordance with the Code and
the Treasury Regulations thereunder.

                   (b) Distributions in Kind. If any property is distributed to
a Partner in kind, the Capital Accounts of the Partners shall be adjusted
immediately prior to such distribution to reflect the manner in which the
unrealized income, gain, loss and deduction inherent in such property (that has
not been reflected in the Capital Accounts previously) would have been allocated
between the Partners under Section 3.3 if there had been a taxable disposition
of the property for its fair market value.

         3.2 Distributions.

                   (a) Distributions Prior to Dissolution. The Partnership may
distribute cash or property of the Partnership to the Partners prior to the
dissolution of the Partnership at the discretion of the Managing Partner, and
any such distributions shall be made to the Partners in proportion to their
Capital Contributions until the Partners have received distributions equal to
their respective Capital Contributions and thereafter to the Partners in
accordance with their Partnership Interests.

                   (b) Distributions on Dissolution and Termination of the
Partnership. Cash or property of the Partnership available for distribution
incident to the dissolution and termination of the Partnership, as provided for
in Section 6, shall be distributed to the Partners in accordance with their
respective positive Capital Account balances, determined after allocation of
Profits and Losses, including allocations pursuant to Section 3.3(d). Without
limiting the effect of the foregoing sentence, the Partners intend that cash or
property of the Partnership available for distribution incident to the
dissolution and termination of the Partnership will be distributed to the
Partners in proportion to their Capital Contributions until the Partners have
received distributions equal to their respective Capital Contributions and
thereafter to the Partners in accordance with their Partnership Interests.

         3.3 Allocations of Profits and Losses.

                   (a) Definition of Profits and Losses. "Profits" and "Losses"
mean the annual income and loss, respectively, of the Partnership for a fiscal
year (or portion thereof) as determined by the Partnership's accountants in
accordance with principles applied in determining income, gains, expenses,
deductions, and losses reported by the Partnership for federal income tax
purposes on its partnership tax return, including, as applicable, any gain or
loss from the sale, exchange, or other disposition of assets.

                   (b) Allocations of Losses Prior to Liquidation. Except as
otherwise provided in this Agreement, all Losses and all expenditures of the
Partnership that are not deductible in computing taxable income and are not
capital expenditures, including expenditures described in Sections 705(a)(2)(B)
and 709(a) of the Code, shall be allocated for each fiscal year (or portion
thereof) between the Partners as follows:


                                       4
   5
                           (1) First, to the Partners with positive balances in
their Capital Accounts, to the extent of, and in proportion to, those positive
balances; and

                           (2) Second, to the Partners in accordance with their
Partnership Interests.

                   (c) Allocations of Profits Prior to Liquidation. Except as
otherwise provided in this Agreement, all Profits and tax-exempt income and gain
shall be allocated for each fiscal year (or portion thereof) between the
Partners as follows:

                           (1) First, to Partners having deficit balances in
their Capital Accounts to the extent of, and in proportion to, those deficits;

                           (2) Second, to the Partners in accordance with their
Partnership Interests.

                   (d) Allocation of Gain or Loss Upon Liquidation.
Notwithstanding Section 3.3(b) and Section 3.3(c), gain or loss recognized upon
any sale, exchange, or other disposition of any assets of the Partnership
incident to the dissolution and termination of the Partnership shall be
allocated between the Partners so as to cause the credit balance in each
Partner's Capital Account to equal, as nearly as possible, the amount each
Partner would receive in a distribution on dissolution, if the distribution were
made in accordance with the Partners' intentions as described in Section 3.2(b).

                   (e) Section 704(c) and Similar Allocations. Gain or loss with
respect to any property contributed to the Partnership by a Partner shall be
allocated between the Partners, solely for tax purposes, in accordance with the
principles of Section 704(c) of the Code and the Treasury Regulations
promulgated thereunder, so as to take into account the variation, if any,
between the fair market value and the adjusted basis of such property at the
time of contribution. To the maximum extent permitted under Section 704(c) of
the Code and the Treasury Regulations promulgated thereunder, deductions
attributable to contributed property shall be allocated to the noncontributing
Partners based on the fair market value of such property at the time of
contribution, and all remaining deductions shall be allocated to the
contributing Partner.

SECTION 4  RIGHTS. POWERS. AND DUTIES OF THE PARTNERS.

         4.1 General. UHF Investments, Inc. shall be the Managing Partner of the
Partnership. The Managing Partner shall have full and complete charge of all
affairs of the Partnership, and the management and control of the Partnership's
business shall rest exclusively with the Managing Partner.

         4.2 Specific Rights, Powers. and Duties. The Managing Partner shall be
responsible for the management and operations of the Partnership and shall have
all powers necessary to manage and control the Partnership and to conduct its
business.


                                       5
   6
SECTION 5   TRANSFER OF PARTNERSHIP INTERESTS.

         5.1 Transfers Prohibited. Subject to Section 6.2, the interest of a
Partner in the Partnership may not be assigned, transferred, or otherwise
disposed of except with the prior written consent of the other Partner.

SECTION 6   DISSOLUTION AND TERMINATION.

         6.1 Events of Dissolution. The Partnership shall dissolve upon the
earliest to occur of:

                   (a) an election to dissolve the Partnership made by the
Partners;

                   (b) the "Bankruptcy" (as defined in the Act) of the
Partnership or any Partner;

                   (c) the sale, exchange, or other disposition of all or
substantially all the assets of the Partnership;

                   (d) the happening of any event that, under the Act, causes
the dissolution of a partnership; or

                   (e) August 31, 2010.

         6.2 Upon dissolution, the proceeds from the liquidation of Partnership
assets, after payment of the just debts and liabilities of the Partnership and
any expenses incurred in dissolving and winding up the Partnership, shall be
distributed to the Partners in accordance with their Partnership Interests.

         6.3 Upon the dissolution, winding up, and termination of the
Partnership, no Partner shall be entitled to transact business for or in the
name of the Partnership, to represent itself as a Partner in the Partnership, or
to otherwise imply in any manner that the Partnership is still in existence.

         6.4 Liquidation.

                   (a) Actions by Liquidator. Upon the dissolution and
termination of the Partnership, the Managing Partner shall act as liquidator to
wind up the Partnership. The liquidator shall have full power and authority to
sell, assign, and encumber any of the Partnership's assets and to wind up and
liquidate the affairs of the Partnership in an orderly and businesslike manner.

                   (b) Distribution of Proceeds. The proceeds of liquidation,
after payment of the debts and liabilities of the Partnership (including any
loans made by the Partners or any of their affiliates to the Partnership),
payment of the expenses of liquidation, and the establishment of any reserves
that the liquidator reasonably deems 


                                       6
   7
necessary for potential or contingent liabilities of the Partnership, shall be
distributed to the Partners as provided in Section 3.2(b).

         6.5 Effect of Withdrawal or Bankruptcy of Managing Partner. The
withdrawal or Bankruptcy of the Managing Partner shall not alter the allocations
and distributions to be made to the Partners pursuant to this Agreement.

SECTION 7   AMENDMENTS TO AGREEMENT.

         No amendment to this Agreement shall be effective unless evidenced by a
writing executed by both Partners. Any amendment made hereunder shall be
effective as of the date specified in the amendment.

SECTION 8   GENERAL TERMS.

          8.1 Titles and Captions. All section or paragraph titles or captions
contained in this Agreement and the order of sections and paragraphs are for
convenience only and shall not be deemed part of this Agreement.

         8.2 Further Action. The parties shall execute and deliver all
documents, provide all information and take all actions that are necessary or
appropriate to achieve the purposes of this Agreement.

         8.3 Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.

         8.4 Agreement Binding. This Agreement shall inure to the benefit of and
be binding upon the heirs, executors, administrators, successors and assigns of
the parties.

          8.5 Separability of Provisions. Each provision of this Agreement shall
be considered separable and if for any reason any provision which is not
essential to the effectuation of the basic purpose of this Agreement is
determined to be invalid or unenforceable, such invalidity or unenforceability
shall not impair the operation of or otherwise affect those provisions of this
Agreement which are valid.

          8.6 Counterparts. This Agreement may be executed in several
counterparts and, as so executed, shall constitute one agreement, binding on all
the parties. Any counterpart of this Agreement or of any amendment, which has
attached to it separate signature pages, which altogether contain the signatures
of both Partners, shall for all purposes be deemed a fully executed instrument.


                                       7
   8
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.

                                        UHF INVESTMENTS, INC.

                                        By: /s/ Michael Drayer
                                            _______________________________
                                            Michael Drayer, Vice President

                                        SILVER KING BROADCASTING OF TAMPA, INC.

                                        By: /s/ Michael Drayer
                                            _______________________________
                                            Michael Drayer, Secretary


                                       8
   9
                                        Attachment A

                          SKTA BROADCASTING PARTNERSHIP

WBHS          TV Main Station License - Expires February 1, 1997

Auxiliary     Antenna License
KC-23719      TV Pickup
WLI-792       TV ICR
WLI-795       TV STL


                                       9

EX-3.117

   1
                                                                   Exhibit 3.117

                              PARTNERSHIP AGREEMENT
                                       OF
                          SKFL BROADCASTING PARTNERSHIP

         This PARTNERSHIP AGREEMENT (the "Agreement") is executed as of the 29th
day of July 1994, by and between UHF Investments, Inc., a Delaware corporation,
and Silver King Broadcasting of Hollywood, Florida, Inc., a Delaware
corporation.

                                     RECITAL

         The parties to this Agreement desire to enter into this Agreement to
provide for the formation of a general partnership, the allocation of profits
and losses, cash flow, and other proceeds of the Partnership between the
Partners, the respective rights, obligations, and interests of the Partners to
each other and to the Partnership, and certain other matters.

                                    AGREEMENT

         In consideration of the mutual covenants and agreements set forth in
this Agreement, the parties agree as follows:

SECTION 1 THE PARTNERSHIP AND ITS BUSINESS.


         1.1 Formation and Continuation. The parties to this Agreement (the
"Partners") hereby form a general partnership (the "Partnership") under the
Uniform Partnership Act of the State of Delaware (the "Act"). The rights and
liabilities of the Partners shall be as provided in the Act, except as expressly
provided in this Agreement.

         1.2 Partnership Name. The name of the Partnership is "SKFL Broadcasting
Partnership."

         1.3 Term of Partnership. The term of the Partnership shall commence on
the date of this Agreement and shall continue until terminated in accordance
with Section 6.

         1.4 Purposes of the Partnership. The purposes of the Partnership shall
be to hold all licenses, permits, and authorizations issued by the Federal
Communications Commission, now or in the future, in connection with the business
and operations of television station WYHS-TV, Hollywood, Florida (the
"Station"); to use such licenses, permits, and authorizations in the conduct of
the business of such television station by Silver King Broadcasting of
Hollywood, Florida, Inc.; and to do all other things necessary, appropriate, or
advisable in connection with those purposes.

         1.5 Principal Place of Business. The principal place of business of the
Partnership shall be located at 12425 28th Street North, Suite 300 St.
Petersburg, Florida 33716, or any other place that the Partners may elect.
   2
         1.6 Fiscal Year. The fiscal year of the Partnership shall end August
31, of each year.

SECTION 2 PARTNERSHIP INTERESTS; CAPITAL CONTRIBUTIONS.

         2.1 Partnership Interest. Except as otherwise provided herein, the
interest of each Partner in the Partnership and in all of the Partnership assets
shall be as follows:



                                                                      
         UHF Investments, Inc.                                            1%
         Silver King Broadcasting of Hollywood, Florida, Inc.            99%


Such interest is hereinafter referred to as such Partner's "Partnership
Interest" in the Partnership.

                  (a) The respective capital account of each Partner shall
reflect the Partnership Interest of each Partner, adjusted as provided in this
Agreement.

                  (b) Each Partner shall receive the same percentage of the net
profits and losses of the Partnership as the Partnership Interest held by such
Partner.

         2.2 Definition of Capital Contributions. For purposes of this
Agreement, "Capital Contribution" means, for any Partner, the amount of money
plus the fair market value of property that the Partner contributes to the
capital of the Partnership pursuant to this Section 2.

         2.3 Capital Contributions by Partners.

                  (a) Initial Contributions. Silver King Broadcasting of
Hollywood, Florida, Inc. hereby assigns to the Partnership as a Capital
Contribution all of its right, interest and title in and to the licenses,
permits, and authorizations issued by the Federal Communications Commission and
now held by Silver King Broadcasting of Hollywood, Florida, Inc., in connection
with the business and operations of the Station which are set forth on
Attachment A hereto. The Partners agree that such licenses, permits, and
authorizations have a fair market value equal to the value assigned thereto on
the books of Silver King Broadcasting of Hollywood, Florida, Inc. UHF
Investments, Inc. shall make a pro rata cash contribution to the Partnership.

                  (b) Additional Contributions. The Partners shall make
additional Capital Contributions to the Partnership as shall be mutually agreed
upon by both Partners.

         2.4 Holding of Title. Title to all Partnership assets shall be held in
the Partnership name.

         2.5 Exculpation. A Partner, and its stockholders, affiliates, agents,
and representatives shall not be liable, in damages or otherwise, to the
Partnership or to any other Partner for any loss that arises out of any acts
performed or omitted by it pursuant to the authority granted by this Agreement
except where any act or omission constitutes

                                       2
   3
gross negligence or willful misconduct. A Partner shall look solely to the
assets of the Partnership for return of the Partner's investment, and if the
property of the Partnership remaining after the discharge of the debts and
liabilities of the Partnership is insufficient to return a Partner's investment,
a Partner shall have no recourse against any other Partner.

         2.6 Permitted Transactions.

         (a) Other Businesses. Any Partner (and any stockholder, affiliate,
agent, or representative of a Partner) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, whether currently existing or hereafter created, including business
ventures engaged in the acquisition, ownership, operation, or management of
television stations. Neither the Partnership nor any Partner shall have any
rights in or to any independent ventures of any of the Partners or to the income
or profits derived therefrom, nor shall any Partner have any obligation to any
other Partner with respect to any such enterprise or related transaction.

         (b) Transactions with Partners and Affiliates. Nothing in this
Agreement shall preclude transactions between the Partnership and a Partner or a
stockholder, affiliate, agent, or representative of a Partner.

         SECTION 3 CAPITAL ACCOUNTS, DISTRIBUTIONS, PROFITS, AND LOSSES.

         3.1 Capital Accounts.

                  (a) Generally. A separate "Capital Account" shall be
maintained for each Partner in accordance with the Internal Revenue Code of 1986
(the "Code") and the Treasury Regulations thereunder. Subject to any contrary
requirements of the Code and the Treasury Regulations thereunder, each Partner's
Capital Account shall be (a) increased by (l) the amount of any cash contributed
to the Partnership by the Partner; (2) the fair market value of any property
contributed by the Partner to the Partnership (net of liabilities secured by the
contributed property that the Partnership is considered to assume or take
subject to under Section 752 of the Code); (3) any amount deemed contributed
pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(c) or any amount paid
to any person or entity in satisfaction of a liability of the Partnership; (4)
allocations to the Partner of Profits or items of income or gain pursuant to
Section 3.3; (5) allocations to the Partner of unrealized gain pursuant to
Section 3.1(b); and (6) other additions made in accordance with the Code and the
Treasury Regulations thereunder; and (b) decreased by (l) the amount of money
distributed to the Partner by the Partnership; (2) the fair market value
(without regard to Section 7701(g) of the Code) of property distributed to the
Partner by the Partnership (net of liabilities secured by the distributed
property that the Partner is considered to assume or take subject to under
Section 752 of the Code); (3) any amount deemed distributed pursuant to Treasury
Regulations Section 1.704-l(b)(2)(iv)(c); (4) allocations to the Partner of
Losses or items of expense, deduction, or loss pursuant to Section 3.3; (5)
allocations to the Partner of unrealized loss pursuant to Section 3.1(b);

                                       3
   4

and (6) other reductions made in accordance with the Code and the Treasury
Regulations thereunder.

                  (b) Distributions in Kind. If any property is distributed to a
Partner in kind, the Capital Accounts of the Partners shall be adjusted
immediately prior to such distribution to reflect the manner in which the
unrealized income, gain, loss and deduction inherent in such property (that has
not been reflected in the Capital Accounts previously) would have been allocated
between the Partners under Section 3.3 if there had been a taxable disposition
of the property for its fair market value.

         3.2 Distributions.

                  (a) Distributions Prior to Dissolution. The Partnership may
distribute cash or property of the Partnership to the Partners prior to the
dissolution of the Partnership at the discretion of the Managing Partner, and
any such distributions shall be made to the Partners in proportion to their
Capital Contributions until the Partners have received distributions equal to
their respective Capital Contributions and thereafter to the Partners in
accordance with their Partnership Interests.

                  (b) Distributions on Dissolution and Termination of the
Partnership. Cash or property of the Partnership available for distribution
incident to the dissolution and termination of the Partnership, as provided for
in Section 6, shall be distributed to the Partners in accordance with their
respective positive Capital Account balances, determined after allocation of
Profits and Losses, including allocations pursuant to Section 3.3(d). Without
limiting the effect of the foregoing sentence, the Partners intend that cash or
property of the Partnership available for distribution incident to the
dissolution and termination of the Partnership will be distributed to the
Partners in proportion to their Capital Contributions until the Partners have
received distributions equal to their respective Capital Contributions and
thereafter to the Partners in accordance with their Partnership Interests.

         3.3 Allocations of Profits and Losses.

                  (a) Definition of Profits and Losses. "Profits" and "Losses"
mean the annual income and loss, respectively, of the Partnership for a fiscal
year (or portion thereof) as determined by the Partnership's accountants in
accordance with principles applied in determining income, gains, expenses,
deductions, and losses reported by the Partnership for federal income tax
purposes on its partnership tax return, including, as applicable, any gain or
loss from the sale, exchange, or other disposition of assets.

                  (b) Allocations of Losses Prior to Liquidation. Except as
otherwise provided in this Agreement, all Losses and all expenditures of the
Partnership that are not deductible in computing taxable income and are not
capital expenditures, including expenditures described in Sections 705(a)(2)(B)
and 709(a) of the Code, shall be allocated for each fiscal year (or portion
thereof) between the Partners as follows:

                                       4
   5
                           (1) First, to the Partners with positive balances in
their Capital Accounts, to the extent of, and in proportion to, those positive
balances; and

                           (2) Second, to the Partners in accordance with their
Partnership Interests.

                  (c) Allocations of Profits Prior to Liquidation. Except as
otherwise provided in this Agreement, all Profits and tax-exempt income and gain
shall be allocated for each fiscal year (or portion thereof) between the
Partners as follows:

                           (1) First, to Partners having deficit balances in
their Capital Accounts to the extent of, and in proportion to, those deficits;

                           (2) Second, to the Partners in accordance with their
Partnership Interests.

                  (d) Allocation of Gain or Loss Upon Liquidation.
Notwithstanding Section 3.3(b) and Section 3.3(c), gain or loss recognized upon
any sale, exchange, or other disposition of any assets of the Partnership
incident to the dissolution and termination of the Partnership shall be
allocated between the Partners so as to cause the credit balance in each
Partner's Capital Account to equal, as nearly as possible, the amount each
Partner would receive in a distribution on dissolution, if the distribution were
made in accordance with the Partners' intentions as described in Section 3.2(b).

                  (e) Section 704(c) and Similar Allocations. Gain or loss with
respect to any property contributed to the Partnership by a Partner shall be
allocated between the Partners, solely for tax purposes, in accordance with the
principles of Section 704(c) of the Code and the Treasury Regulations
promulgated thereunder, so as to take into account the variation, if any,
between the fair market value and the adjusted basis of such property at the
time of contribution. To the maximum extent permitted under Section 704(c) of
the Code and the Treasury Regulations promulgated thereunder, deductions
attributable to contributed property shall be allocated to the noncontributing
Partners based on the fair market value of such property at the time of
contribution, and all remaining deductions shall be allocated to the
contributing Partner.

SECTION 4 RIGHTS, POWERS, AND DUTIES OF THE PARTNERS.

         4.1 General. UHF Investments, Inc. shall be the Managing Partner of the
Partnership. The Managing Partner shall have full and complete charge of all
affairs of the Partnership, and the management and control of the Partnership's
business shall rest exclusively with the Managing Partner.

         4.2 Specific Rights. Powers and Duties. The Managing Partner shall be
responsible for the management and operations of the Partnership and shall have
all powers necessary to manage and control the Partnership and to conduct its
business.

                                       5
   6
SECTION 5 TRANSFER OF PARTNERSHIP INTERESTS.

         5.1 Transfers Prohibited. Subject to Section 6.2, the interest of a
Partner in the Partnership may not be assigned, transferred, or otherwise
disposed of except with the prior written consent of the other Partner.

SECTION 6 DISSOLUTION AND TERMINATION.

         6.1 Events of Dissolution. The Partnership shall dissolve upon the
earliest to occur of:

                  (a) an election to dissolve the Partnership made by the
Partners;

                  (b) the "Bankruptcy" (as defined in the Act) of the
Partnership or any Partner;

                  (c) the sale, exchange, or other disposition of all or
substantially all the assets of the Partnership;

                  (d) the happening of any event that, under the Act, causes the
dissolution of a partnership; or

                  (e) August 31, 2010.

         6.2 Upon dissolution, the proceeds from the liquidation of Partnership
assets, after payment of the just debts and liabilities of the Partnership and
any expenses incurred in dissolving and winding up the Partnership, shall be
distributed to the Partners in accordance with their Partnership Interests.

         6.3 Upon the dissolution, winding up, and termination of the
Partnership, no Partner shall be entitled to transact business for or in the
name of the Partnership, to represent itself as a Partner in the Partnership, or
to otherwise imply in any manner that the Partnership is still in existence.

         6.4 Liquidation.

                  (a) Actions by Liquidator. Upon the dissolution and
termination of the Partnership, the Managing Partner shall act as liquidator to
wind up the Partnership. The liquidator shall have full power and authority to
sell, assign, and encumber any of the Partnership's assets and to wind up and
liquidate the affairs of the Partnership in an orderly and businesslike manner.

                  (b) Distribution of Proceeds. The proceeds of liquidation,
after payment of the debts and liabilities of the Partnership (including any
loans made by the Partners or any of their affiliates to the Partnership),
payment of the expenses of liquidation, and the establishment of any reserves
that the liquidator reasonably deems

                                       6
   7
necessary for potential or contingent liabilities of the Partnership, shall be
distributed to the Partners as provided in Section 3.2(b).

         6.5 Effect of Withdrawal or Bankruptcy of Managing Partner. The
withdrawal or Bankruptcy of the Managing Partner shall not alter the allocations
and distributions to be made to the Partners pursuant to this Agreement.

SECTION 7 AMENDMENTS TO AGREEMENT.

         No amendment to this Agreement shall be effective unless evidenced by a
writing executed by both Partners. Any amendment made hereunder shall be
effective as of the date specified in the amendment.

SECTION 8 GENERAL TERMS.

         8.1 Titles and Captions. All section or paragraph titles or captions
contained in this Agreement and the order of sections and paragraphs are for
convenience only and shall not be deemed part of this Agreement.

         8.2 Further Action. The parties shall execute and deliver all
documents, provide all information and take all actions that are necessary or
appropriate to achieve the purposes of this Agreement.

         8.3 Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.

         8.4 Agreement Binding. This Agreement shall inure to the benefit of and
be binding upon the heirs, executors, administrators, successors and assigns of
the parties.

         8.5 Separability of Provisions. Each provision of this Agreement shall
be considered separable and if for any reason any provision which is not
essential to the effectuation of the basic purpose of this Agreement is
determined to be invalid or unenforceable, such invalidity or unenforceability
shall not impair the operation of or otherwise affect those provisions of this
Agreement which are valid.

         8.6 Counterparts. This Agreement may be executed in several
counterparts and, as so executed, shall constitute one agreement, binding on all
the parties. Any counterpart of this Agreement or of any amendment, which has
attached to it separate signature pages, which altogether contain the signatures
of both Partners, shall for all purposes be deemed a fully executed instrument.

                                       7
   8
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.

                                    UHF INVESTMENTS, INC.

                                    By: /s/ Michael Drayer
                                        ______________________
                                    Michael Drayer, Vice President

                                    SILVER KING BROADCASTING OF HOLLYWOOD,
                                    FLORIDA, INC.

                                    By: /s/ Michael Drayer    
                                        ______________________
                                         Michael Drayer, Secretary

                                       8
   9
                                  Attachment A

                          SKFL BROADCASTING PARTNERSHIP

WYHS-TV           Main Station License - Expires February 1, 1997

WLP-238           TV ICR
WLO-873           TV STL

                                       9

EX-3.118

   1
                                                                   Exhibit 3.118


                   GLOBAL AMENDMENT OF PARTNERSHIP AGREEMENTS
                           (SK BROADCAST PARTNERSHIPS)

                         (Delaware General Partnerships)

                  THE UNDERSIGNED, in their capacity as all the general partners
of the Delaware limited partnerships listed on Schedule I (each, a
"Partnership"), hereby enter into this Partnership Agreement Amendment:

                  WHEREAS, each of the Partnerships is subject to a Partnership
Agreement (a "Partnership Agreement"), dated as of July 29th, 1994 between UHF
Investments, Inc. and the undersigned as indicated on the signature pages
hereof. (Capitalized terms used but not defined herein shall have the meaning
set forth in the Partnership Agreement); and

                  WHEREAS, each of the parties hereto desires to have its
Partnership Interests represented by certificated securities.

                  NOW THEREFORE, the Parties hereto hereby agree as follows:

                  Each of the Partnership Agreements is hereby amended by
inserting the following sentence after the lead-in of Section 2.1 of the
respective Partnership Agreement:

                  "The aggregate Partnership Interests shall be represented by
                  100 units (each, "Partnership Unit"), which shall be, and
                  hereby are, evidenced by certificates that shall be deemed to
                  be a "security" and governed by Article 8 of the Uniform
                  Commercial Code, as in effect in the state of New York. Each
                  Partnership Unit shall represent one percentage point of such
                  Partner's Partnership Interest so that a 1% Partnership
                  Interest shall be represented by one Partnership Unit and a
                  99% Partnership Interest shall be represented by 99
                  Partnership Units."




                                       1
   2



                  By their signature below, each of the parties hereto hereby
signify their agreement.

                  Dated as of February   , 1998:

                     UHF INVESTMENTS, INC.
                     General Partner of the partnerships listed on Schedule I

                     By:    /s/ H. Steven Holtzman                          
                            ______________________
                            H. Steven Holtzman
                            Assistant Secretary

For:

SKFL Broadcasting Partnership        By:    Silver King Broadcasting of 
                                            Hollywood, Florida, Inc.,
                                            General Partner

SKLA Broadcasting Partnership        By:    Silver King Broadcasting of Southern
                                            California, Inc.,
                                            General Partner

SKIL Broadcasting Partnership        By:    Silver King Broadcasting of
                                            Illinois, Inc., General Partner

SKOH Broadcasting Partnership        By:    Silver King Broadcasting of
                                            Ohio, Inc., General Partner

SKMD Broadcasting Partnership        By:    Silver King Broadcasting of 
                                            Maryland, Inc., General Partner

                                        By:   /s/ H. Steven Holtzman            
                                              ______________________
                                              H. Steven Holtzman
                                              Assistant Secretary

                                       2
   3
For:

SKHO Broadcasting Partnership           By:    Silver King Broadcasting of 
                                               Houston, Inc. General Partner

SKDA Broadcasting Partnership           By:    Silver King Broadcasting of
                                               Dallas, Inc., General Partner

SKNJ Broadcasting Partnership           By:    Silver King Broadcasting of
                                               New Jersey, Inc., General Partner

SKTA Broadcasting Partnership           By:    Silver King Broadcasting of
                                               Tampa, Inc., General Partner

SKVI Broadcasting Partnership           By:    Silver King Broadcasting of
                                               Vineland, Inc., General Partner

SKMA Broadcasting Partnership           By:    Silver King Broadcasting of 
                                               Massachusetts, Inc.,
                                               General Partner

                                           By:   /s/ H. Steven Holtzman     
                                                 ______________________
                                                 H. Steven Holtzman
                                                 Assistant Secretary


                                       3
   4
                                                                      Schedule I

1.       SKFL Broadcasting Partnership

2.       SKLA Broadcasting Partnership

3.       SKHO Broadcasting Partnership

4.       SKIL Broadcasting Partnership

5.       SKDA Broadcasting Partnership

6.       SKNJ Broadcasting Partnership

7.       SKOH Broadcasting Partnership

8.       SKMD Broadcasting Partnership

9.       SKTA Broadcasting Partnership

10.      SKVI Broadcasting Partnership

11.      SKMA Broadcasting Partnership


                                       4

EX-3.119

   1
                                                                   Exhibit 3.119

                  GLOBAL AMENDMENT OF PARTNERSHIP AGREEMENTS OF
                          SK BROADCASTING PARTNERSHIPS
                          Delaware General Partnership


         The undersigned, in their capacity as general partners (the "General
Partners") of the Delaware general partnerships listed on Schedule I attached
hereto (each a "Partnership"), hereby consent to the adoption of the following
resolutions:

         WHEREAS, each of the Partnerships are subject to a Partnership
Agreement (collectively, the "Partnership Agreement"), dated as of July 29, 1994
between UHF Investments, Inc. (now known as USA Station Group, Inc.), a Delaware
corporation, and the undersigned, as indicated on the signature pages hereof;

         WHEREAS, the name of the each of the General Partners to the
Partnership Agreement has been changed; and

         WHEREAS, each of the parties hereto desire to amend the existing
Partnership Agreements to reflect the new name of the General Partners as set
forth on Schedule I attached hereto.

         NOW, THEREFORE, BE IT RESOLVED that the officers of each of the parties
are authorized to amend the Partnership Agreements reflecting the new names of
the General Partners, as is more specifically set forth on Schedule I attached
hereto.

         FURTHER RESOLVED, except as set forth herein, all of the terms and
provisions of the existing Partnership Agreement shall remain the same and shall
continue in full force and effect.

         By their signature below, both of the parties signify their agreement.

         Dated as of the 23rd day of April, 1998.

                                  USA STATION GROUP, INC.
                                  (f/k/a UHF Investments, Inc.)
                                  Managing General Partner of the Partnerships l
                                  listed on Schedule I


                                  BY: /s/  H. STEVEN HOLTZMAN 
                                      _______________________________________
                                           H.STEVEN HOLTZMAN
                                           ASSISTANT SECRETARY
   2
                                 
SKFL Broadcasting Partnership        By:   USA Station Group of Hollywood Florida, Inc.
                                           f/k/a Silver King Broadcasting of Hollywood Florida, Inc.

SKLA Broadcasting Partnership        By:   USA Station Group of Southern California, Inc.
                                           f/k/a Silver King Broadcasting of Southern California,
                                           Inc.

SKIL Broadcasting Partnership        By:   USA Station Group of Illinois, Inc.
                                           f/k/a Silver King Broadcasting of Illinois, Inc.

SKOH Broadcasting Partnership        By:   USA Station Group of Ohio, Inc.
                                           f/k/a Silver King Broadcasting of Ohio, Inc.

                                     BY:   /s/ H. Steven Holtzman                      
                                           _____________________________________
                                               H. Steven Holtzman
                                               Assistant Secretary

SKHO Broadcasting Partnership        By:   USA Station Group of Houston, Inc.
                                           f/k/a Silver King Broadcasting of Houston, Inc.

SKDA Broadcasting Partnership        By:   USA Station Group of Dallas, Inc.
                                           f/k/a Silver King Broadcasting of Dallas, Inc.

SKNJ Broadcasting Partnership        By:   USA Station Group of New Jersey, Inc.
                                           f/k/a Silver King Broadcasting of New Jersey, Inc.

SKTA Broadcasting Partnership        By:   USA Station Group of Tampa, Inc.
                                           f/k/a Silver King Broadcasting of Tampa, Inc.

SKVI Broadcasting Partnership        By:   USA Station Group of Vineland, Inc.
                                           f/k/a Silver King Broadcasting of Vineland, Inc.

SKMA Broadcasting Partnership        By:   USA Station Group of Massachusetts, Inc.
                                           f/k/a Silver King Broadcasting of Massachusetts, Inc.

                                           By:/s/  H. Steven Holtzman         
                                              _____________________________________
                                                   H. Steven Holtzman
                                                   Secretary




   3
SCHEDULE I

EXISTING PARTNERSHIP:                         AMENDED NAME OF PARTNERSHIP:

1.  SKFL Broadcasting Partnership             USA Station Group Partnership of
                                              Hollywood, Florida

2.  SKLA Broadcasting Partnership             USA Station Group Partnership of
                                              Southern California

3.  SKHO Broadcasting Partnership             USA Station Group Partnership of
                                              Houston

4.  SKIL Broadcasting Partnership             USA Station Group Partnership of
                                              Illinois

5.  SKDA Broadcasting Partnership             USA Station Group Partnership of 
                                              Dallas

6.  SKNJ Broadcasting Partnership             USA Station Group Partnership of
                                              New Jersey

7.  SKOH Broadcasting Partnership             USA Station Group Partnership of
                                              Ohio

8.  SKTA Broadcasting Partnership             USA Station Group Partnership of
                                              Tampa

9.  SKVI Broadcasting Partnership             USA Station Group Partnership of
                                              Vineland

10. SKMA Broadcasting Partnership             USA Station Group Partnership of
                                              Massachusetts

EX-3.120

   1
                                                                   Exhibit 3.120

                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

Article I is hereby amended and restated as follows:

                  The name of the corporation is: Ticketmaster Group, Inc.
                  (originally incorporated on January 20, 1988 as Ticketmaster
                  Holdings Group, Ltd., and effective upon filing Articles of
                  Amendment on September 22, 1994, the name was changed to
                  Ticketmaster Group, Inc., and effective upon filing the
                  Articles of Merger reflecting the amendment to the Articles of
                  Incorporation on June 24 1998, the name was changed to Brick
                  Acquisition Corp.)

Article 2 is hereby amended and restated as follows:

                  The name and address of the registered agent and registered
                  office are:

                      Registered Agent:   Prentice-Hall Corporation System, Inc.
                      Registered Office:  33 North LaSalle Street
                                          Chicago, Illinois 60602 (Cook County)

Article 3 is hereby amended and restated as follows:

                  The purpose for which the corporation is organized is:

                           To engage in any lawful act or activity for which a
                           corporation may be organized under the Business
                           Corporation Act of 1983 of the State of Illinois, as
                           amended from time to time (the "BCA").

Article 4 is hereby amended and restated as follows:

                  Paragraph 1: The authorized shares, issued shares and
                  consideration received are:

                           The corporation is authorized to issue 100,000,000
                           shares of common stock $0.01 par value per share, of
                           which 1,000 shares are issued. The paid-in capital of
                           the corporation is $154,630,868.00.

                  Paragraph 2: Cumulative voting rights for all shares in all
                  circumstances are denied.

Article 5 is hereby amended and shall read as follows:

                  The corporation shall, to the fullest extent permitted by
                  Section 8.75 of the BCA, indemnify all officers and directors
                  of the corporation and advance expenses reasonably incurred by
                  all officers and directors of the corporation.
   2
Article 6 is hereby amended and shall read as follows:

                  To the fullest extent permitted by the BCA, a director of the
                  corporation shall not be liable to the corporation or its
                  shareholders for monetary damages for breach of fiduciary duty
                  as a director, except for liability (i) for any breach of the
                  director's duty of loyalty to the corporation or its
                  shareholders, (ii) for acts or omissions not in good faith or
                  which involve intentional misconduct or a knowing violation of
                  law, (iii) under Section 8.65 of the BCA or (iv) for any
                  transaction from which the director derived an improper
                  personal benefit.
   3
         The manner if not set forth in Article 3b, in which any exchange,
         reclassification or cancellation of issued shares, or a reduction of
         the number of authorized shares of any class below the number of issued
         shares of that class, provided for or effected by this amendment, is as
         follows: (If not applicable , insert "No change")

                  No change

         (a) The manner, if not set forth in Article 3b, in which said amendment
         effects a change in the amount of paid-in capital (Paid-in capital
         replaces the terms Stated Capital and Paid-in Surplus and is equal to
         the total of these accounts) is as follows: (If not applicable, insert
         "No change")

                  No change

         (b) The amount of paid-in capital (Paid-in Capital replaces the terms
         Stated Capital and Paid-in Surplus and is equal to the total of these
         accounts) as changed by this amendment is as follows: (If not
         applicable, insert "No change")

                  No change



                                          Before Amendment    After Amendment

                                                          
                      Paid-in Capital       $__________         $__________


    (Complete either item 6 or 7 below. All signatures must be in BLACK INK.)

The undersigned corporation has caused this statement to be signed by its duly
authorized officers, each of whom affirms, under penalties of perjury, that the
facts stated herein are true.

Dated  June 24, 1998            Brick Acquisition Corp.
                                (Exact Name of Corporation at date of execution)

attested by /s/ Roger W. Clark                   by /s/ Thomas Kuhn
            ___________________                     _______________
         (Signature of Secretary or         (Signature of President or
            Assistant Secretary                 Vice President)

Roger Clark, Secretary                           Thomas J. Kuhn, President
______________________                           _________________________
(Type or Print Name and Title)              (Type or Print Name and Title)

If amendment is authorized pursuant to Section 10.10 by the incorporators, the
incorporators must sign below, and type or print name and title.

                                       OR

If amendment is authorized by the directors pursuant to Section 10.10 and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated
herein are true.
   4
Dated __________, 19 ___

______________________________      ______________________________

______________________________      ______________________________

______________________________      ______________________________

______________________________      ______________________________


                                     Page 3


     1131.0683                            NOTES and INSTRUCTIONS

NOTE 1:  State the true exact corporate name as it appears on the records of the
         office of the Secretary of State. BEFORE any amendments herein
         reported.

NOTE 2:  Incorporators are permitted to adopt amendments ONLY before any shares
         have been issued and before any directors have been names or elected.
                                                                 (Section 10.10)

NOTE 3:  Directors may adopt amendments without shareholder approval in only
         seven instances, as follows:
         (a) to remove the names and addresses of directors names in the
             articles of incorporation;
         (b) to remove the name and address of the initial registered agent and
             registered office, provided a statement pursuant to Section 5.10 is
             also filed;
         (c) to increase, decrease, create or eliminate the par value of the
             shares of any class, so long as no class or series of shares is
             adversely affected.
         (d) to split the issued whole shares and unissued authorized shares by
             multiplying them by a whole number, so long as no class or series
             is adversely affected thereby;
         (e) to change the corporate name by substituting the word
             "corporation", "incorporated", "company", "limited", or the
             abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word
             or abbreviation in the name, or by adding a geographical
             attribution to the name;
         (f) to reduce the authorized shares of any class pursuant to a
             cancellation statement filed in accordance with Section 9.05,
         (g) to restate the articles of incorporation as currently amended.
             (Section 10.15)

NOTE 4:  All amendments not adopted under Section 10.10 or Section 10.15 require
         (1) that the board of directors adopt a resolution setting forth the
         proposed amendment and (2) that the shareholders approve the amendment.

         Shareholder approval may be (1) by vote at a shareholders' meeting
         (either annual or special) or (2) by consent, in writing, without a
         meeting.

         To be adopted, the amendment must receive the affirmative vote or
         consent of the holders of at least 2/3 of the outstanding shares
         entitled to
   5
         vote on the amendment (but if class voting applies, then also at least
         a 2/3 vote within each class is required).

         The articles of incorporation may supersede the 2/3 vote requirement by
         specifying any smaller or large vote requirement not less than a
         majority of the outstanding shares entitled to vote and not less than a
         majority within each class when class voting applies.
                                                                 (Section 10.20)

NOTE 5:  When shareholder approval is by consent, all shareholders must be given
         notice of the proposed amendment at least 5 days before the consent is
         signed. If the amendment is adopted, shareholders who have not signed
         the consent must be promptly notified of the passage of the amendment.
                                                         (Sections 7.10 & 10.20)

C-173.9


                                     Page 4

EX-3.122

   1
                                                                   Exhibit 3.122

FORM BCA-47              ARTICLES OF INCORPORATION

                                                                              
                                                                               ------------------------------
FORM BCA                 ARTICLES OF INCORPORATION                              (Do not write in this space)
                                                                                 Date Paid
Filing Requirements - Present 2 originally                                       Initial License Fee        $
         signed and fully executed copies in                                     Franchise Tax              $
         exact duplicate                                                         Filing Fee                 $

For inserts - Use White Paper - Size 8-1/2 x 11                                  Clerk                      $
                                                                                ------------------------------



TO:  JIM EDGAR, Secretary of State

I/We, the Incorporator(s), being one or more natural persons of the age of
twenty-one years or more or a corporation for the purpose of forming a
corporation under "The Business Corporation Act" of the State of Illinois, do
hereby adopt the following Articles of Incorporation:

ARTICLE ONE      The Name of the corporation is:   Ticketmaster Corporation
                                                   
ARTICLE TWO      The name and address of the initial registered agent and 
                 registered office are:

                                           
                 Registered Agent    Norman                          J.                     Gantz
                                     -----------------------------------------------------------------------
                                     First Name                  Middle Name              Last Name
                 Registered Office   208 South LaSalle Street                   1000
                                     -----------------------------------------------------------------------
                                     Number                 Street      (Do not use P.O. Box)       Suite #

                                     Chicago,                60604                             Cook
                                     -----------------------------------------------------------------------
                                     City                  Zip Code                           County




ARTICLE THREE    The duration of the corporation is [x] perpetual OR  45  years.
                                                                 ----
ARTICLE FOUR     The purposes for which the corporation is organized are:
                    To engage in the transaction of any or all lawful
                    business for which corporations may be incorporated
                    under the Illinois Business Corporation Act

ARTICLE FIVE     Paragraph 1. The number of shares which the corporation shall
                 be authorized to issue, itemized by class, series and par
                 value, if any, is:



                         Class        Series          Par Value per share      Number of shares authorized
                  ----------------------------------------------------------------------------------------
                                                                       
                   See Exhibit A attached hereto
                  ----------------------------------------------------------------------------------------

                  ----------------------------------------------------------------------------------------

                  ----------------------------------------------------------------------------------------


                 Paragraph 2: The preferences, qualifications,
                 limitations restrictions and the special or relative
                 rights in respect of the shares of each class are:


                   See Exhibit A attached hereto

ARTICLE SIX      The number of shares which the corporation proposes to issue
                 without further report to the Secretary of State, itemized by
                 class, series, and par value, if any, and the consideration to
                 be received by the corporation therefor (expressed in dollars)
                 are:



                                                           Par value       Number of shares        Total Consideration
                             Class         Series          per share         to be issued        to be received therefor
                                                                                     
                          ------------ --------------- ------------------ -------------------- ----------------------------
                            Common           --              $.01                1,000             $    1,000.00
                          ------------ --------------- ------------------ -------------------- ----------------------------

                                                                                                   $
                          ------------ --------------- ------------------ -------------------- ----------------------------

                                                                                                   $
                          ------------ --------------- ------------------ -------------------- ----------------------------

                                                                                                   $
                          ------------ --------------- ------------------ -------------------- ----------------------------

                                       *(Use NPV if no Par Value)                Total             $    1,000.00
                                                                                               ----------------------------



ARTICLE SEVEN    The corporation will not commence business until at least one
                 thousand dollars has been received as consideration for the
                 issuance of shares.
   2
     
ARTICLE EIGHT             The number of directors to be elected at the first 
                          meeting of the shareholders is [5]



                              SEE EXHIBIT B ATTACHED HERETO

ARTICLE NINE              (Complete EITHER A or B)

                    [x]   A. All the property of the corporation is to be
                          located in this State and all of its business is to be
                          transacted at or from places of business in this
                          State, or the incorporator(s) elect to pay the initial
                          franchise tax on the basis of the entire consideration
                          to be received for the issuance of shares.

                    [ ]    B. Paragraph 1: It is estimated that the value of all
                              property to be owned by the corporation for the
                              following year wherever located will be $

                              Paragraph 2: It is estimated that the value of the
                              property to be located within the State of
                              Illinois during the following year will be $

                              Paragraph 3: It is estimated that the gross amount
                              of business which will be transacted by the
                              corporation during the following year will be $

                              Paragraph 4: It is estimated that the gross amount
                              of business which will be transacted at or from
                              places of business in the State of Illinois during
                              the following year will be: $

I/WE the incorporator(s) declare that I/we have examined the foregoing Articles
of Incorporation and that the statements contained therein are, to the best of
my/our knowledge and belief, true correct and complete.
Executed this       7th       day of      February      , 1984.


(Signatures must be in ink. Carbon copy, xerox or rubber stamp signatures are
not acceptable.)

NOTE: If a corporation acts as incorporator the name of the corporation and the
state of incorporation shall be shown and the execution must be by its President
or Vice-President and verified by him, and the corporate seal shall be affixed
and attested by its Secretary or an Assistant Secretary.

                     Signature and Names                      

1.    /s/Cynthia Gebel Wolf                                   
      ----------------------------    
      Signature                                               

      Cynthia Gebel Wolf                                      
      ----------------------------    
      Name (please print)                                     


2.                                                            
      ----------------------------    
      Signature                                               

      ----------------------------    
      Name (please print)                                     


3.                                                            
      ----------------------------    
      Signature                                               

      ----------------------------    
      Name (please print)                                     



 Post Office Address                                           

 1.    208 South LaSalle Street                                
      --------------------------------------------------    
       Street                                                  

       Chicago, Illinois  60604                                
      --------------------------------------------------    
       City/Town        State                        Zip       
                                                               
                                                               

 2.                                                            
      --------------------------------------------------    
       Street                                                  
                                                               
      --------------------------------------------------    
       City/Town        State                        Zip       
                                                               
                                                               
 3.                                                            
      --------------------------------------------------    
       Street                                                  
                                                               
      --------------------------------------------------    
       City/Town        State                        Zip       




                                       2
   3
                                    EXHIBIT A
                                  ARTICLE FIVE

     Paragraph 1: The number of shares which the corporation shall be authorized
to issue, itemized by class, series and par value, if any, is



                                                                        Par Value                  Number of Shares
             Class                          Series                      Per Share                      Authorized
             -----                          ------                      ---------                      ----------
                                                                                          
         Common                                                            $.01                        25,000,000
         Preferred                             I                           $.10                        10,000,000
         Preferred                            II                           $.10                         1,160,000
         Preferred                       Undesignated                      $.10                         3,840,000



         Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:

         No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.

         Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.

         The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:

         (a)      The serial designation and authorized number of shares;

         (b)      The dividend rate, the date or dates to which such dividends
                  will be payable and the extent to which such dividends may be
                  cumulative;

         (c)      The amount or amounts to be received by the holders in the
                  event of voluntary or involuntary dissolution or liquidation
                  of the corporation;

         (d)      Whether such shares may be redeemed, and if so, the price or
                  prices at which the shares may be redeemed and any terms,
                  conditions and limitations upon such redemption;

         (e)      Any sinking fund provisions for redemption or purchase of
                  shares of such series;


                                       3
   4
         (f)      The terms and conditions, if any, on which shares may be
                  converted, at the election of the holders thereof, into shares
                  of other capital stock or of other series of the Preferred
                  Stock of the corporation; and

         (g)      As to any series designated after July 1, 1984, the voting
                  rights, if any.

         The Board of Directors may also from time to time:

         (a)      Alter, without limitation or restriction, the rights,
                  preferences, privileges and restrictions granted to or imposed
                  upon any wholly unissued series of Preferred Stock; and

         (b)      Within the limits or restrictions stated in any resolution or
                  resolutions of the Board of Directors originally fixing the
                  number of shares constituting any series, increase or decrease
                  (but not below the number of shares then outstanding) the
                  number of shares of any such series subsequent to the issuance
                  of shares of that series.

         Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulative to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.

         Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.

         SERIES I PREFERRED STOCK. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:

         (a)      DIVIDENDS. The holders of Series I Preferred Stock shall have
                  the right to receive, as and when declared payable from time
                  to time by the Board of Directors from funds legally available
                  therefor, a preferential dividend of $.12 per share per annum
                  and no more. Such dividends shall be payable only to the
                  extent that the corporation has cumulative earnings sufficient
                  therefor. Dividends on the shares of Series I Preferred Stock
                  accruing with respect to each "dividend year" (as defined
                  below) shall be payable annually as determined by the Board of
                  Directors, but in no event later than 120 days after the end
                  of each "dividend year" (the "dividend payment date"). Such
                  dividend shall be payable to holders of record on a date to be
                  fixed by the Board of Directors, such date to be not more than
                  120 days preceding the dividend payment 



                                       4
   5
                  date. For the purposes hereof, the period comprising a
                  "dividend year" shall be concurrent with the then fiscal year
                  of the corporation.

         (b)      Redemption. The corporation may, at its option, at any time on
                  or after January 1, 1985, redeem all or any part of the then
                  outstanding Series I Preferred Stock in an amount per share
                  equal to all dividends declared and unpaid to the date fixed
                  for redemption plus a redemption amount determined as follows:

                                                                                  
                 If the date fixed for redemption is during
                 the 12-month period beginning January 1:                          Redemption Amount

                               1985                                                      $1.10
                               1986                                                      $1.08
                               1987                                                      $1.06
                               1988                                                      $1.04
                               1989                                                      $1.02
                               1990 and thereafter                                       $1.00



                  The aforesaid redemption amount plus the declared and unpaid
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series I Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior to the date fixed for redemption,
                  a notice specifying the time and place thereof shall be given
                  by mail to the holders of record of Series I Preferred Stock
                  to be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares.

                  Upon such redemption date (unless the corporation shall
                  default in payment or deposit of the redemption price as set
                  forth in such notice), such holders shall cease to be
                  shareholders with respect to such shares and shall have no
                  interest in or claim against the corporation and shall have no
                  voting or other rights with respect to such shares except the
                  right to receive the monies payable upon such redemption from
                  such bank or trust company, or from the corporation, without
                  interest thereon, upon surrender (and endorsement, if required
                  by the Board of Directors) of the certificates; and the shares
                  represented thereby shall no longer be deemed to be
                  outstanding. In 



                                       5
   6
                  the event the holder of any such shares of the Series I
                  Preferred Stock shall not, within six years after such
                  deposit, claim the amount deposited as above stated for the
                  redemption thereof, the depositary shall, upon demand, pay the
                  corporation such unclaimed amount so deposited and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series I Preferred Stock shall be
                  the fixed amount of $1.00 for such share and no more and the
                  additional sum representing accrued and unpaid dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series I Preferred
                  Stock shall not be entitled to vote on any matter which is
                  required by law or by the Articles of Incorporation or By-Laws
                  of the corporation to be voted upon by the shareholders or
                  upon which the shareholders shall otherwise be entitled to
                  vote, unless otherwise required by the Illinois Business
                  Corporation Act.

         (e)      Seniority. The Series I Preferred Stock shall be senior to all
                  other equity securities of the corporation and shall be
                  entitled to receive in full all dividends and distributions to
                  which such stock shall be entitled prior to the payment of any
                  dividends or distributions upon any other class or series of
                  equity securities and shall be redeemed in full prior to the
                  full or partial redemption of any other class or series of
                  equity securities.

         Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series II Preferred Stock shall have
                  the right to receive, as and when declared payable from time
                  to time by the Board of Directors from funds legally available
                  therefor, a preferential dividend of $.12 per share per annum
                  and no more. Such dividends shall be payable only to the
                  extent that the corporation has cumulative earnings sufficient
                  therefor. Dividends on the shares of Series II Preferred Stock
                  accruing with respect to each "dividend year" (as defined
                  below) shall be payable annually as determined by the Board of
                  Directors, but in no event later than 120 days after the end
                  of each "dividend year" (the "dividend payment date"). Such
                  dividend shall be payable to holders of record on a date to be
                  fixed by the Board of Directors, such date to be not more than
                  120 days preceding the dividend payment date. For the purposes
                  hereof, the period comprising a "dividend year" shall be
                  concurrent with the then fiscal year of the corporation.

         (b)      Redemption. The corporation may, at its option, at any time on
                  or after January 1, 1985, redeem all or any part of the then
                  outstanding Series II Preferred Stock in an 


                                       6
   7
                  amount per share equal to all dividends declared and unpaid to
                  the date fixed for redemption plus a redemption amount
                  determined as follows:



                  If the date fixed for redemption is during the
                  12-month period beginning January 1:             Redemption Amount

                                                                   
                       1985                                                $1.10
                       1986                                                $1.08
                       1987                                                $1.06
                       1988                                                $1.04
                       1989                                                $1.02
                       1990 and thereafter                                 $1.00



                  The aforesaid redemption amount plus the declared and unpaid
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series II Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior to the date fixed for redemption,
                  a notice specifying the time and place thereof shall be given
                  by mail to the holders of record of Series II Preferred Stock
                  to be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to be shareholders with respect to such
                  shares and shall have no interest in or claim against the
                  corporation and shall have no voting or other rights with
                  respect to such shares except the right to receive the monies
                  payable upon such redemption from such bank or trust company,
                  or from the corporation, without interest thereon, upon
                  surrender (and endorsement, if required by the Board of
                  Directors) of the certificates; and the shares represented
                  thereby shall no longer be deemed to be outstanding. In the
                  event the holder of any such shares of the Series II Preferred
                  Stock shall not, within six years after such deposit, claim
                  the amount deposited as above stated for the redemption
                  thereof, the depositary shall, upon demand, pay the
                  corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed 



                                       7
   8
                  amount as part of its general funds, free of any claim of
                  those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series II Preferred Stock shall be
                  the fixed amount of $1.00 for such share and no more and the
                  additional sum representing accrued and unpaid dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be the liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series II
                  Preferred Stock shall have two (2) votes per share on all
                  matters which are required by law or by the Articles of
                  Incorporation or By-Laws of the corporation to be voted upon
                  by the shareholders, or upon which the shareholders shall
                  otherwise be entitled to vote.

         (e)      Seniority. The Series II Preferred Stock shall be senior to
                  all other equity securities of the corporation (except the
                  Series I Preferred Stock), and shall be entitled to receive in
                  full all dividends and distributions to which such stock shall
                  be entitled prior to the payment of any dividends or
                  distributions upon any other class or series of equity
                  securities (except the Series I Preferred Stock) and shall be
                  redeemed in full prior to the full or partial redemption of
                  any other class or series of equity securities (except the
                  Series I Preferred Stock).



                                       8
   9
                                    EXHIBIT B

         In the event that any vacancy shall occur in the board of directors
during an interim period between meetings of shareholders by virtue of an
increase in the number of directors, the resignation of one or more directors or
otherwise, such vacancy or vacancies may be filled by a majority of the
directors then in office and any director so elected shall serve until the next
annual meeting of shareholders.



                                       9
   10
                                   Form BCA-55

                               (File in Duplicate)


                                                                

                                                                      ----------------------------
To:   JIM EDGAR                   ARTICLES OF AMENDMENT               (Do not write in this space)
      Secretary of State                TO THE                        Date Paid
      Springfield, Illinois      ARTICLES OF INCORPORATION            Initial License Fee        $
                                                                      Franchise Tax              $
                                                                      Filing Fee                 $
                                                                      Clerk                      $
                                                                      ----------------------------




         The undersigned corporation, for the purpose of amending its Articles
of Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:


         ARTICLE FIRST:  The name of the corporation is:   Ticketmaster 
Corporation


         ARTICLE SECOND: The following amendment or amendments were adopted in
the manner prescribed by "The Business Corporation Act" of the State of
Illinois:


                         See Exhibit A attached hereto.




                                       10
   11
                                           
(Disregard separation into                   ARTICLE THIRD: The number of shares of the corporation        
classes if class voting does not             outstanding at the time of the adoption of said amendment or  
apply to the amendment voted on.)            amendments was 1,000 shares of common stock; and the number   
                                             of shares of each class entitled to vote as a class on the    
                                             adoption of said amendment or amendments, and the             
                                             designation of each such class were as follows:               
                                             
                                             Class                              Number of Shares

                                              N/A


(Disregard separation into classes           ARTICLE FOURTH: The number of shares voted for said amendment was       
if class voting does not apply to the        1,000 shares of common stock; and the number of shares voted against  
amendment voted on.)                         said amendment or amendments was ___________. The number of shares of 
                                             each class entitled to vote as a class voted for and against said     
                                             amendment or amendments, respectively was:                            
                                            
                                                      Class                           Number of Shares Voted

                                                      Common                           1,000 for -0- Against

         
(Disregard these items unless the            Item 1. On the date of the adoption of this amendment, restating the 
amendment restates the articles              articles of incorporation, the corporation had _________ shares     
of incorporation)                            issued, itemized as follows:                                        
                                             
         
           
                                             Class      Series       Number          Par value per share or statement
                                                      (If Any)     of Shares       that shares are without par value
                                                                               N/A

                                             Item 2. On the date of the adoption of
                                             this amendment restating the articles of
                                             incorporation, the corporation had a
                                             stated capital of $__________ and a
                                             paid-in surplus of $___________ or a total
                                             of $_________________
                                                                               N/A





                                       11
   12
                                             
(Disregard this Article where this             ARTICLE FIFTH: The manner in which the exchange,             
amendment contains no such                     reclassification, or cancellation of issued shares, or a     
provisions.)                                   reduction of the number of authorized shares of any class    
                                               below the number of issued shares of that Class, provided    
                                               for in, or effected by, this amendment, is as follows: 

                                                       N/A   


(Disregard this Paragraph where                ARTICLE SIXTH: Paragraph 1: The manner in which said        
amendment does not affect stated               amendment or amendments effect a change in the amount of    
capital or paid-in surplus.)                   stated capital or the amount of paid-in surplus, or both, is
                                               as follows:                                                 

                                                       N/A                                               
                    
                   
 (Disregard this Paragraph where               Paragraph 2:  The amounts of stated capital and of paid-in surplus as changed
amendment does not affect stated               by this amendment are as follows:
capital or paid-in surplus.)





                                                                          Before Amendment        After Amendment
                                                                                                               
                                      State Capital..................  $                       $
                                      Paid-in Surplus................  $                       $
                                                                           N/A




                                       12
   13
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be executed in its name by its Vice President, and its corporate
seal to be hereto affixed, attested by its Secretary, this 21st day of March,
1984.

                                           TICKETMASTER CORPORATION
                                                       Exact Corporate Name

                   Place                     By         /s/ Dennis P. Williams
            CORPORATE SEAL HERE                         ______________________ 
ATTEST:                                                 Its Vice President

         /s/ Norman Gantz
         ______________________
         Its Secretary


As authorized officers, we declare that this document has been examined by us
and is, to the best of our knowledge and belief, true, correct and complete.



                                       13
   14
                                    EXHIBIT A

                                  ARTICLE FIVE

     Paragraph 1: The number of shares which the corporation shall be authorized
to issue, itemized by class, series and par value, if any, is



                                                          Par Value            Number of
                       Class              Series          Per Share        Shares Authorized

                                                                     
                 Common                                      $.01                25,000,000
                 Preferred                  I                $.10                10,000,000
                 Preferred                  II               $.10                 6,200,000
                 Preferred             Undesignated          $.10                 3,800,000



         Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:

         No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.

         Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.

         The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:

         (a)      The serial designation and authorized number of shares;

         (b)      The dividend rate, the date or dates to which such dividends
                  will be payable and the extent to which such dividends may be
                  cumulative;

         (c)      The amount or amounts to be received by the holders in the
                  event of voluntary or involuntary dissolution or liquidation
                  of the corporation;



                                       14
   15
         (d)      Whether such shares may be redeemed, and if so, the price or
                  prices at which the shares may be redeemed and any terms,
                  conditions and limitations upon such redemption;

         (e)      Any sinking fund provisions for redemption or purchase of
                  shares of such series;

         (f)      The terms and conditions, if any, on which shares may be
                  converted, at the election of the holders thereof, into shares
                  of other capital stock or of other series of Preferred Stock
                  of the corporation; and

         (g)      As to any series designated after July 1, 1984, the voting
                  rights, if any.

         The Board of Directors may also from time to time:

         (a)      Alter, without limitation or restriction, the rights,
                  preferences, privileges and restrictions granted to or imposed
                  upon any wholly unissued series of Preferred Stock; and

         (b)      Within the limits or restrictions stated in any resolution or
                  resolutions of the Board of Directors originally fixing the
                  number of shares constituting any series, increase or decrease
                  (but not below the number of shares then outstanding) the
                  number of shares of any such series subsequent to the issuance
                  of shares of that series.

         Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulative to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.

         Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.

         Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series I Preferred Stock shall have
                  the right to receive, as and when declared payable from time
                  to time by the Board of Directors from funds legally available
                  therefor, a preferential dividend of $.12 per share per annum
                  and no more. Such dividends shall be payable only to the
                  extent that the corporation has 



                                       15
   16
                  cumulative earnings sufficient therefor. Dividends on the
                  shares of Series I Preferred Stock accruing with respect to
                  each "dividend year" (as defined below) shall be payable
                  annually as determined by the Board of Directors, but in no
                  event later than 120 days after the end of each "dividend
                  year" (the "dividend payment date"). Such dividend shall be
                  payable to holders of record on a date to be fixed by the
                  Board of Directors, such date to be not more than 120 days
                  preceding the dividend payment date. For the purposes hereof,
                  the period comprising a "dividend year" shall be concurrent
                  with the then fiscal year of the corporation.

         (b)      Redemption. The corporation may, at its option, at any time on
                  or after January 1, 1985, redeem all or any part of the then
                  outstanding Series I Preferred Stock in an amount per share
                  equal to all dividends declared and unpaid to the date fixed
                  for redemption plus a redemption amount determined as follows:



                    If the date fixed for redemption is
                    during the 12-month period beginning                        Redemption Amount
                                 January 1:
                                                                                
                          1985                                                        $1.10
                          1986                                                        $1.08
                          1987                                                        $1.06
                          1988                                                        $1.04
                          1989                                                        $1.02
                          1990 and thereafter                                         $1.00


                  The aforesaid redemption amount plus the declared and unpaid
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series I Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior to the date fixed for redemption,
                  a notice specifying the time and place thereof shall be given
                  by mail to the holders of record of Series I Preferred Stock
                  to be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares.


                                       16
   17
                  Upon such redemption date (unless the corporation shall
                  default in payment or deposit of the redemption price as set
                  forth in such notice), such holders shall cease to be
                  shareholders with respect to such shares and shall have no
                  interest in or claim against the corporation and shall have no
                  voting or other rights with respect to such shares except the
                  right to receive the monies payable upon such redemption from
                  such bank or trust company, or from the corporation, without
                  interest thereon, upon surrender (and endorsement, if required
                  by the Board of Directors) of the certificates; and the shares
                  represented thereby shall no longer be deemed to be
                  outstanding. In the event the holder of any such shares of the
                  Series I Preferred Stock shall not, within six years after
                  such deposit, claim the amount deposited as above stated for
                  the redemption thereof, the depositary shall, upon demand, pay
                  the corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series I Preferred Stock shall be
                  the fixed amount of $1.00 for such share and no more and the
                  additional sum representing accrued and unpaid dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series I Preferred
                  Stock shall not be entitled to vote on any matter which is
                  required by law or by the Articles of Incorporation or By-Laws
                  of the corporation to be voted upon by the shareholders or
                  upon which the shareholders shall otherwise be entitled to
                  vote, unless otherwise required by the Illinois Business
                  Corporation Act.

         (e)      Seniority. The Series I Preferred Stock shall be senior to all
                  other equity securities of the corporation and shall be
                  entitled to receive in full all dividends and distributions to
                  which such stock shall be entitled prior to the payment of any
                  dividends or distributions upon any other class or series of
                  equity securities and shall be redeemed in full prior to the
                  full or partial redemption of any other class or series of
                  equity securities.

         Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series II Preferred Stock shall have
                  the right to receive, as and when declared payable from time
                  to time by the Board of Directors from funds legally available
                  therefor, a preferential dividend of $.024 per share per annum
                  and no more. Such dividends shall be payable only to the
                  extent that the corporation has cumulative earnings sufficient
                  therefor. Dividends on the shares of Series II Preferred Stock
                  accruing with respect to each "dividend year" (as defined
                  below) shall be payable annually as determined by the Board of
                  Directors, but in no event later than 



                                       17
   18
                  120 days after the end of each "dividend year" (the "dividend
                  payment date"). Such dividend shall be payable to holders of
                  record on a date to be fixed by the Board of Directors, such
                  date to be not more than 120 days preceding the dividend
                  payment date. For the purposes hereof, the period comprising a
                  "dividend year" shall be concurrent with the then fiscal year
                  of the corporation.

         (b)      Redemption. The corporation may, at its option, at any time on
                  or after January 1, 1985, redeem all or any part of the then
                  outstanding Series II Preferred Stock in an amount per share
                  equal to all dividends declared and unpaid to the date fixed
                  for redemption plus a redemption amount determined as follows:



                    If the date fixed for redemption is
                    during the 12-month period beginning                       Redemption Amount
                      January 1:

                                                                             
                          1985                                                      $0.22
                          1986                                                      $0.216
                          1987                                                      $0.212
                          1988                                                      $0.208
                          1989                                                      $0.204
                          1990 and thereafter                                       $0.20



                  The aforesaid redemption amount plus the declared and unpaid
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series II Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior to the date fixed for redemption,
                  a notice specifying the time and place thereof shall be given
                  by mail to the holders of record of Series II Preferred Stock
                  to be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to be shareholders with respect to such
                  shares and shall have no interest in or claim against the
                  corporation and shall have no voting or other rights with
                  respect to such shares except the right to receive the monies
                  payable upon such redemption from such 



                                       18
   19
                  bank or trust company, or from the corporation, without
                  interest thereon, upon surrender (and endorsement, if required
                  by the Board of Directors) of the certificates; and the shares
                  represented thereby shall no longer be deemed to be
                  outstanding. In the event the holder of any such shares of the
                  Series I Preferred Stock shall not, within six years after
                  such deposit, claim the amount deposited as above stated for
                  the redemption thereof, the depositary shall, upon demand, pay
                  the corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series II Preferred Stock shall be
                  the fixed amount of $.20 for such share and no more and the
                  additional sum representing accrued and unpaid dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series II
                  Preferred Stock shall have one (1) vote per share on all
                  matters which are required by law or by the Articles of
                  Incorporation or By-Laws of the corporation to be voted upon
                  by the shareholders, or upon which the shareholders shall
                  otherwise be entitled to vote.

         (e)      Seniority. The Series II Preferred Stock shall be senior to
                  all other equity securities of the corporation (except the
                  Series I Preferred Stock), and shall be entitled to receive in
                  full all dividends and distributions to which such stock shall
                  be entitled prior to the payment of any dividends or
                  distributions upon any other class or series of equity
                  securities (except the Series I Preferred Stock) and shall be
                  redeemed in full prior to the full or partial redemption of
                  any other class or series of equity securities (except the
                  Series I Preferred Stock).



                                       19
   20
                                   FORM BCA-69a                       5335-698-2

                                                    (Do not write in this space)

ARTICLES OF MERGER OF DOMESTIC AND     FILED
      FOREIGN CORPORATION
(Strike Inapplicable Words)          APR 30 1984             Date Paid   4-30-84
                                                             Filing Fee  $100.00
                                     JIM EDGAR              Clerk
                                     Secretary of State             ___________
To Secretary of State,

         The undersigned corporations, pursuant to Section 69a of "The Business
Corporation Act" of the State of Illinois, hereby execute the following articles
of merger:



                                   ARTICLE ONE

         The names of the corporations proposing to merge and the names of the
States under the laws of which such corporation are organized, are as follows:

                  Name of Corporation               State of Incorporation

         Ticketmaster Corporation                             Illinois

         Ticketmaster Corporation                             Arizona

                                   ARTICLE TWO

         The laws of Arizona, the state under which such foreign corporation is
organized, permit such merger.

                                  ARTICLE THREE

         The name of the surviving corporation shall be Ticketmaster Corporation
and shall be governed by the laws of the State of Illinois.

                                  ARTICLE FOUR

         The plan of merger is as follows:       See Exhibit A attached hereto.



                                       20
   21
                                  ARTICLE FIVE

         As to each corporation, the number of shares outstanding, the number of
shares entitled to vote, and the number and designation of the shares of any
class entitled to vote as a class, are:



                                                                                   Designation
                                                                                    of Class                  Number
                                     Total Number        Total Number              Entitled to              of Shares
                                      of Shares           of Shares                 Vote as a                of Such
       Name of Corporation           Outstanding       Entitled to Vote               Class                   Class
                                                                                                 





                           See Exhibit B attached hereto.


                                       21
   22
                                    EXHIBIT B



                                                                                   Designation
                                                                                    of Class                  Number
                                     Total Number        Total Number              Entitled to              of Shares
                                      of Shares           of Shares                 Vote as a                of Such
       Name of Corporation           Outstanding       Entitled to Vote               Class                   Class

                                                                                                 
Ticketmaster Corporation,
an Illinois corporation                 1,000               1,000                      N/A                     N/A

Ticketmaster Corporation,
an Arizona corporation                21,418,123          21,418,123      Common Stock                      19,890,623
                                                                          Senior Preferred Stock               200,000
                                                                          Junior Preferred Stock               230,000
                                                                          Series A Preferred Stock              97,500
                                                                          Series 1 Preferred Stock           1,000,000



                                       22
   23
                                    EXHIBIT C



                                              Total         Total
                                             Shares        Shares                                    Shares     Shares
                                              Voted         Voted                                     Voted      Voted
                                               for         Against              Class                 for      Against

                                                                                                    
Ticketmaster Corporation, an Illinois            1,000    None                   N/A                  N/A        N/A
corporation
Ticketmaster Corporation, an Arizona        18,388,704     581,340          Common Stock
corporation
                                               200,000      0          Senior Preferred Stock
                                               230,000      0          Junior Preferred Stock
                                                97,500      0          Series A Preferred Stock
                                             1,000,000      0          Series 1 Preferred Stock




                                       23
   24
                                    EXHIBIT A

                              Amended and Restated

                          Agreement and Plan of Merger
                                     between
                            TICKETMASTER CORPORATION
                            (an Arizona corporation)
                                       and
                            TICKETMASTER CORPORATION
                            (an Illinois corporation)

         Agreement and Plan of Merger ("Agreement"), dated as of the 5th day of
April, 1984, by and between TICKETMASTER CORPORATION, an Arizona corporation
(hereinafter referred to at "Ticketmaster"), and TICKETMASTER CORPORATION, an
Illinois corporation (hereinafter referred to as "TMC" or the "Surviving
Corporation"), said two corporations being hereinafter sometimes referred to
collectively as the "Constituent Corporations".

                              W I T N E S S E T H:

         WHEREAS, Ticketmaster is a corporation duly organized and existing
under the laws of the State of Arizona; and

         WHEREAS, TMC is a corporation duly organized and existing under the
laws of the State of Illinois; and

         WHEREAS, the total number of shares which Ticketmaster is authorized to
issue is 25,000,000 shares of Common Stock having no par value, 200,000 shares
of Senior Preferred Stock having a par value of $2.50 per share, 230,000 shares
of Junior Preferred Stock having a par value of $2.50 per share, 5,000,000
shares of Series A Preferred Stock having a per value of $1.00 per share,
1,000,000 shares of Series I Preferred Stock having a par value of $1.00 per
share, and 3,570,000 shares of undesignated Preferred Stock; and

         WHEREAS, the total number of shares of Ticketmaster currently issued
and outstanding is 19,890,623 shares of Common Stock, 200,000 shares of Senior
Preferred Stock, 230,000 shares of Junior Preferred Stock, 97,500 shares of
Series A Preferred Stock, and 1,000,000 shares of Series I Preferred Stock; and

         WHEREAS, the total number of shares which TMC is authorized to issue is
25,000,000 shares of Common Stock having no par value, 10,000,000 shares of
Series I Preferred Stock having a par value of $.10 per share ("Series I
Preferred Stock"), 6,200,000 shares of Series II Preferred Stock having a par
value of $.10 per share ("Series II Preferred Stock"), and 3,800,000 shares of
undesignated Preferred stock having a par value of $.10 per share; and

         WHEREAS, the total number of shares of TMC currently outstanding is
1,000, all of which are held by Ticketmaster; and,



                                       24
   25
         WHEREAS, the respective Boards of Directors of Ticketmaster and TMC
have determined that it is advisable and in the best Interests of both
corporations that Ticketmaster be merged with and into TMC, and have approved
such merger on the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing and of the
agreements, covenants and provisions hereinafter set forth, Ticketmaster and TMC
hereby agree as follows:


                                    ARTICLE I

                                   The Merger

         1.1 Ticketmaster and TMC shall be merged into a single corporation in
accordance with the applicable provisions of the laws of the State of Arizona
and the State of Illinois, by Ticketmaster merging into TMC which shall be the
Surviving Corporation.

         1.2 The name of the Surviving Corporation shall be Ticketmaster
Corporation.

         1.3 Upon the merger becoming effective in accordance with the laws of
the State of Arizona and the State of Illinois (such time being hereinafter
referred to as the "Effective Date"):

         (a)      The Constituent Corporations shall be a single corporation,
                  which shall be TMC, the Surviving Corporation, and the
                  separate existence of Ticketmaster shall cease except to the
                  extent provided by the laws of the States of Arizona and
                  Illinois in the case of a corporation after its merger with
                  another corporation.

         (b)      The Surviving Corporation shall thereupon and thereafter
                  possess all of the rights, privileges, immunities, powers and
                  franchises, of a public as well as of a private nature, of
                  each of the Constituent Corporations and all property, real,
                  personal and mixed, all debts due on whatever account,
                  including subscriptions to shares and all other choses in
                  action, and all and every other interest of, or belonging to,
                  each of the Constituent Corporations shall be taken and deemed
                  to be transferred to, and invested in the Surviving
                  Corporation without further act or deed; and the title to all
                  real estate, or any interest therein, vested in either of the
                  Constituent Corporations shall not revert or be in any way
                  impaired by reason of the merger.

         (c)      The Surviving Corporation shall be responsible and liable for
                  all the liabilities and obligations of each of the Constituent
                  Corporations, and any claim existing or action or proceeding
                  pending by or against either of the Constituent Corporations
                  may be prosecuted to judgment as if the merger had not taken
                  place, or the Surviving Corporation may be substituted in its
                  place, and neither the rights of creditors nor any liens upon
                  the property of either of the Constituent Corporations shall
                  be impaired by reason of the merger.

         (d)      All corporate acts, plans, policies, agreements, arrangements,
                  approvals and authorizations of Ticketmaster, its
                  shareholders, Board of Directors and committees thereof,
                  officers and agents, which were valid and effective
                  immediately prior to the Effective Date of the merger, shall
                  be taken for all purposes as the acts, plans, 



                                       25
   26
                  policies, agreements, arrangements, approvals and
                  authorizations of the Surviving Corporation and shall be
                  effective and binding thereon as the same were with respect to
                  Ticketmaster.


                                   ARTICLE II

                        Officers, Directors and Employees

         2.1 The Board of Directors of the Surviving Corporation shall be the
Board of Directors of TMC as it existed immediately prior to the merger.

         2.2 The officers of the Surviving Corporation shall be the officers of
TMC who held office immediately prior to the merger.

         2.3 The employees and agents of Ticketmaster immediately prior to the
merger, other than directors and officers, shall become the employees and agents
of the Surviving Corporation.


                                   ARTICLE III

                      Certificate of Incorporation; By-Laws

         3.1 Upon the Effective Date of the merger, the Certificate of
Incorporation of TMC shall constitute the Certificate of Incorporation of the
Surviving Corporation, and may be so certified by the Secretary of the State of
Illinois.

         3.2 Upon the Effective Date of the merger, the By-Laws of TMC shall
constitute the By-Laws of the Surviving Corporation.

                                   ARTICLE IV

                Conversion of Shares; Issuance of New Securities

         4.1 The manner and basis of converting shares of stock and other
obligations of the Constituent Corporations into shares of the Surviving
Corporation shall be as follows:

         (a)      The 1,000 shares of Common Stock of TMC held by Ticketmaster
                  immediately prior to the Effective Date of the merger shall be
                  canceled and retired, all rights in respect thereof shall
                  cease, and the capital of the Surviving Corporation shall be
                  reduced by the $1,000 of capital applicable to such shares.

         (b)      Each share of Common Stock of Ticketmaster issued and
                  outstanding or held in the treasury of Ticketmaster upon the
                  Effective Date of the merger shall thereupon, end without any
                  other action, be converted into one-fourth (1/4) of one fully
                  paid and non-assessable share of Common Stock of the Surviving
                  Corporation.

         (c)      Each share of Senior Preferred Stock of Ticketmaster issued
                  and outstanding upon the Effective Date of the merger shall
                  thereupon, and without any other action, be 



                                       26
   27
                  converted into 2.5 fully paid and non-assessable shares of
                  Series I Preferred Stock of the Surviving Corporation. In
                  addition to the foregoing, each holder of Senior Preferred
                  Stock of Ticketmaster shall receive, in lieu of dividends
                  accrued and unpaid with respect thereto through the Effective
                  Date of the merger, one fully paid and non-assessable share of
                  Series I Preferred Stock or Surviving Corporation for each
                  $1.00 of dividends accrued and unpaid through April 30, 1984.

         (d)      Each Share of Junior Preferred Stock of Ticketmaster issued
                  and outstanding upon the Effective Date of the merger shall
                  thereupon without any other action, be converted into 2.5
                  fully paid and non-assessable shares of Series I Preferred
                  Stock of the Surviving Corporation. In addition to the
                  foregoing, each holder of Junior Preferred Stock of
                  Ticketmaster shall receive in lieu of dividends accrued and
                  unpaid with respect thereto through the Effective Date of the
                  merger, one fully paid and non-assessable share of Series I
                  Preferred Stock of the Surviving Corporation for each $1.00 of
                  dividends accrued and unpaid through April 30, 1984.

         (e)      Each share of Series A Preferred Stock of Ticketmaster issued
                  and outstanding upon the Effective Date of the merger shall
                  thereupon, and without any other action, be converted into one
                  fully paid and non-assessable share of Series I Preferred
                  Stock of the Surviving Corporation. In addition to the
                  foregoing, each holder of Series A Preferred Stock of
                  Ticketmaster shall receive, in lieu of dividends accrued and
                  unpaid with respect thereto through the Effective Date of the
                  merger, one fully paid and non-assessable share of Series I
                  Preferred Stock of the Surviving Corporation for each $1.00 of
                  dividends accrued and unpaid through April 30, 1984.

         (f)      Each share of Series I Preferred Stock of Ticketmaster issued
                  and outstanding upon the Effective Date of the merger shall
                  thereupon, and without any other action, be converted into 5
                  fully paid and non-assessable shares of Series II Preferred
                  Stock, of the Surviving Corporation. In addition to the
                  foregoing, each holder of Series I Preferred Stock of
                  Ticketmaster shall receive, In lieu of dividends accrued and
                  unpaid with respect thereto through the Effective Date of the
                  merger, one fully-paid and non-assessable share of Series II
                  Preferred Stock of the Surviving Corporation for each $.20 of
                  dividends accrued and unpaid through April 30, 1984.

         (g)      Certain secured and unsecured debt of Ticketmaster, described
                  on Exhibit A which is attached hereto and by this reference
                  incorporated herein, shall be converted into shares of Series
                  I Preferred Stock of the Surviving Corporation at the rate of
                  one fully paid and non-assessable share of Series I Preferred
                  Stock for each $1.00 principal amount of indebtedness.

                  In addition to the foregoing, in lieu of interest accrued
                  thereon and unpaid through the Effective Date of the merger,
                  each of the aforesaid creditors of Ticketmaster Corporation
                  shall receive one fully paid and non-assessable share of
                  Series I Preferred Stock of the Surviving Corporation for each
                  $1.00 of interest accrued and unpaid through April 30, 1984.
                  The Series I Preferred Stock to be issued to the creditors of
                  Ticketmaster pursuant hereto shall be issued by the Surviving
                  Corporation upon the delivery by each creditor to the
                  Surviving Corporation of a consent to the transactions



                                       27
   28
                  described in this Agreement (such document to be in the form
                  set forth as Exhibit B hereto), the note or notes of
                  Ticketmaster held by it, endorsed to show payment in full
                  thereof, all Uniform Commercial Code termination statements
                  needed to release collateral, if any, securing such
                  indebtedness, and such other documents as the Surviving
                  Corporation may reasonably required.

         (h)      In lieu of fractional shares, the number of shares of Common
                  Stock, Series I Preferred Stock and Series 11 Preferred Stock
                  of the Surviving Corporation to be received by each person
                  entitled to receive such shares pursuant hereto shall be
                  rounded to the next highest whole number of shares.

         (i)      After the Effective Date of the merger, each holder of a
                  certificate representing issued and outstanding shares of
                  Ticketmaster shall be required to surrender the same to the
                  Surviving Corporation, and, upon such surrender, such holder
                  shall be entitled to receive a certificate or certificates
                  issued by the Surviving Corporation representing the number of
                  shares of Common Stock, Series I Preferred Stock and/or Series
                  11 Preferred Stock, as the case may be, represented by the
                  surrendered certificate or certificates. No holder of a
                  certificate that prior to the merger represented issued and
                  outstanding shares of Ticketmaster shall have any rights,
                  after the Effective Date, with respect to such shares, except
                  to surrender the certificate or certificates in exchange for
                  stock of the Surviving Corporation or to perfect the
                  dissenters' rights, if any, that such holder may have pursuant
                  to the applicable provisions of the Arizona General
                  Corporation Law. The Surviving Corporation shall be entitled
                  to rely upon the stock records of Ticketmaster as to the
                  ownership of its stock on the Effective Date of the merger.

         (j)      Ticketmaster will not make any transfers on its books after
                  the Effective Date of the merger.

         (k)      By its receipt of shares of Common Stock, Series I Preferred
                  Stock and/or Series II Preferred Stock of the Surviving
                  Corporation, each recipient thereof shall be deemed to have
                  represented the matters in (i) and (ii) below and acknowledged
                  the matters in (iii) and (iv) below to Ticketmaster and TMC:

                  (i)      Such shares are being acquired by the recipient for
                           itself without a view to the further disposition
                           thereof;

                  (ii)     The recipient, if an entity, was not organized for
                           the specific purpose of acquiring such shares;

                  (iii)    Such shares have not been registered under the
                           Securities Act of 1933, as amended (the "Act"), in
                           reliance upon the exemption from registration
                           afforded by Section 4(2) of the Act and/or Rule 506
                           promulgated thereunder; and

                  (iv)     Such shares will not be freely transferable and may
                           not be sold, transferred, assigned or otherwise
                           disposed of by the recipient absent registration
                           under 



                                       28
   29
                         the Act or an exemption therefrom, and the certificates
                         evidencing such shares will bear a legend reflecting
                         such restriction.

In addition, by its receipt of shares of Series I Preferred Stock, each holder
of Junior Preferred Stock and Series A Preferred Stock will be deemed to have
waived its rights to receive stock of the Surviving Corporation convertible into
Common Stock of the Surviving Corporation.


                                    ARTICLE V

                  Shareholder Approval; Abandonment; Amendment

         5.1 This Agreement shall be submitted to the shareholders of each of
the Constituent Corporations as provided by law, and shall take effect and be
deemed the Agreement and Plan of Merger of the Constituent Corporations, upon
the approval or adoption thereof by the shareholders of each of the Constituent
Corporations in accordance with the laws of the State of Arizona and the State
of Illinois, and upon the execution, filing and recording of such documents, and
the doing of such acts and things as shall be required for accomplishing the
merger under the laws of the State of Arizona and the State of Illinois.

         5.2 Anything herein or elsewhere to the contrary notwithstanding, this
Agreement may be abandoned for any reason at any time prior to the Effective
Date by the mutual consent of the Board of Directors of Ticketmaster and TMC.

         5.3 This Agreement may be amended for any reason at any time prior to
the Effective Date, either before or after the shareholders' approvals required
by Section 5.1 of this Agreement, provided that such amendment shall not
materially and adversely affect the rights and interests of the shareholders or
debtors of Ticketmaster or TMC.


                                   ARTICLE VI

                                  Miscellaneous

         6.1 TMC, as the Surviving Corporation, shall pay all expenses of
carrying this Agreement into effect and accomplishing the merger provided for
herein.

         6.2 If at any time the Surviving Corporation shall consider or be
advised that any further assignment or assurance in law is necessary or
desirable to vest in the Surviving Corporation the title to any property or
rights of Ticketmaster, the proper officers and directors of Ticketmaster shall
execute and make all proper assignments and assurances in law, and do all things
necessary or proper to vest such property or rights in the Surviving Corporation
and otherwise to carry out the purposes of this Agreement; and the proper
officers and directors of the Surviving Corporation are fully authorized in the
name of Ticketmaster, or otherwise, to take any and all such actions.

         6.3      Upon the Effective Date:

         (a)      The respective assets of Ticketmaster and TMC shall be taken
                  up and continued on the books of the Surviving Corporation in
                  the amounts at which such assets shall have 



                                       29
   30
                  been carried on their respective books immediately prior to
                  the Effective Date, except as herein provided with respect to
                  the cancellation of the shares of Common Stock of TMC
                  outstanding prior to the Effective Date;

         (b)      The respective liabilities and reserves of Ticketmaster and
                  TMC (excluding capital, paid-in surplus and retained earnings)
                  shall be taken up or continued on the books of the Surviving
                  Corporation in the amounts at which such liabilities and
                  reserves shall have been carried on their respective books
                  immediately prior to the Effective Date; and

         (c)      The capital, capital surplus and earned surplus of
                  Ticketmaster shall be taken up on the books of the Surviving
                  Corporation as capital, paid-in surplus and earned surplus,
                  respectively, in the amounts in which the same shall be
                  carried on the books of Ticketmaster immediately prior to the
                  merger;

except in all cases, as may be required to properly reflect the exchange of debt
of Ticketmaster into equity of TMC and the other matters and transactions
contemplated by this Agreement.

         6.4 The Surviving Corporation, from and after the Effective Date,
agrees that it may be served with process in the State of Arizona in any
proceeding for the enforcement of any obligation of Ticketmaster, and in any
proceeding for the enforcement of the rights of the dissenting shareholders of
Ticketmaster, if any, against the Surviving Corporation. The Surviving
Corporation irrevocably appoints the Arizona Corporation Commission as its agent
to accept service of process in any such proceeding. The address to which a copy
of such process should be mailed by the Arizona Corporation Commission is 10
South Riverside Plaza, Chicago, Illinois 60606, until the Surviving Corporation
shall have hereafter designated in writing to the Corporation Commission a
different address for such purpose. The Surviving Corporation shall promptly pay
to the dissenting shareholders of Ticketmaster the amount, if any, to which they
shall be entitled under the provisions of the Arizona General Corporation Law
with respect to the rights of dissenting shareholders.


                                       30
   31
         IN WITNESS WHEREOF, this Agreement has been executed by the duly
authorized officers of each of the parties hereto, and their respective
corporate seals have hereunto been affixed and attested, as of the day and year
first above written.

                                            TICKETMASTER CORPORATION,
                                            an Arizona corporation

(Corporate Seal)
                                            By:     /s/Fredric D. Rosen
                                                    _______________________
                                                     Fredric D. Rosen,
                                                   Chairman of the Board
ATTEST:



            /s/Norman J. Gantz
        __________________________
        Norman J. Gantz, Secretary




                                            TICKETMASTER CORPORATION,
                                            an Illinois corporation

(Corporate Seal)
                                            By:      /s/Fredric D. Rosen
                                                    _____________________
                                                      Fredric D. Rosen,
                                                    Chairman of the Board
ATTEST:



            /s/Norman J. Gantz
        __________________________
        Norman J. Gantz, Secretary



                                       31
   32
                                 ACKNOWLEDGMENTS

State of Illinois    )
                     ) SS.
County of Cook       )

 Be it remembered that on this 5th day of April, 1984, personally appeared
before me Claudette M. Fortman, a Notary Public in and for said County and State
aforesaid, FREDRIC D. ROSEN, Chairman of the Board of TICKETMASTER CORPORATION,
an Arizona corporation, known to me personally to be such, and he as said
Chairman of the Board, acknowledged the foregoing Agreement and Plan of Merger
to be his free act and deed, and the free act and deed of said corporation and
that the facts stated therein are true.

         Given under my hand and seal of office the day and year aforesaid.


                                                        /s/Claudette M. Fortman
                                                        _______________________
                                                        Claudette M. Fortman
                                                        Notary Public

My commission expires:     July 7, 1989

State of Illinois    )
                     ) SS.
County of Cook       )

Be it remembered that on this 5th day of April, 1984, personally appeared before
me Claudette M. Fortman, a Notary Public in and for said County and State
aforesaid, FREDRIC D. ROSEN, Chairman of the Board of TICKETMASTER CORPORATION,
an Illinois corporation, known to me personally to be such, and he as said
Chairman of the Board, acknowledged the foregoing Agreement and Plan of Merger
to be his free act and deed, and the free act and deed of said corporation and
that the facts stated therein are true.

Given under my hand and seal of office the day and year aforesaid.


                                                      /s/Claudette M. Fortman
                                                      _______________________
                                                      Claudette M. Fortman
                                                      Notary Public

My commission expires:     July 7, 1989


                                       32
   33
                                    EXHIBIT A

                        DEBT OF TICKETMASTER CORPORATION
                                 TO BE CONVERTED



                                                                               Estimated
                                                                            Accrued Interest
Holder                                         Principal Amount          through April 30, 1984             Total

                                                                                                       
Computerized                                      $150,000.00                      $16,200                   $166,200
    Ticketing Partners
Diversified                                        $25,000.00                      $24,700                    $49,700
    Capital Not, Inc.
FMG, Inc.                                         $300,000.00                     $195,700                   $495,700
HCQ Corporation                                 $4,700,000.00                     $173,000                 $4,873,000
Hi Chicago Trust                                  $135,000.00                      $61,700                   $196,700
The Holding Company                               $175,000.00                      $71,200                   $246,200
HT-Operating Corp.                                $500,000.00                     $299,900                   $799,900
Private Investment Partnership                     $12,500.00                       $6,100                    $18,600
Ticketmaster Partnership                           $12,500.00                       $6,100                     $8,600




                                       33
   34
                                    EXHIBIT B

                                     CONSENT

         The undersigned creditor of Ticketmaster Corporation, an Arizona
corporation ("Ticketmaster"), in consideration of the issuance to it of
____________ shares of Series I Preferred Stock (the "Shares") of Ticketmaster
Corporation, an Illinois corporation ("TMC"), hereby consents to the
transactions described in that certain Agreement and Plan of Merger, dated as of
April 5, 1984, between Ticketmaster and TMC. The undersigned hereby waives any
and all right, claim, title and interest which the undersigned, its successors
and assigns may have in or to the assets or property of Ticketmaster or TMC by
virtue of the undersigned's status as payee under a certain promissory note
("Note"), dated as of ________________, from Ticketmaster in the principal
amount of $__________. The undersigned agrees to deliver to Ticketmaster, prior
to the issuance of the Shares, the Note, endorsed to evidence payment in full,
all Uniform Commercial Code termination statements necessary to release any
security interest in collateral securing the Note, and such other documents as
Ticketmaster may reasonably request.

         The undersigned hereby represents and warrants to Ticketmaster and TMC
that:

         (1)      The undersigned is acquiring the Shares for itself without a
                  view to the further distribution thereof; and

         (2)      The undersigned was not organized for the specific purpose of
                  acquiring the Shares.

         The undersigned hereby acknowledges that:

         (1)      The Shares have not been registered under the Securities Act
                  of 1933, as amended (the "Act"), in reliance upon the
                  exemption from registration afforded by Section 4(2) of the
                  Act and/or Rule 506 promulgated thereunder; and

         (2)      The Shares will not be freely transferable and may not be
                  sold, transferred, assigned or otherwise disposed of by the
                  undersigned absent registration under the Act or an exemption
                  therefrom, and the certificates evidencing the Shares will
                  bear a legend reflecting such registration.


                                                   ___________________________

                                                   By:________________________ 

Dated:



                                       34
   35


- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------

NOTE: On the date of adoption of the plan of merger an additional
- --------------- shares were held in treasury and not entitled to vote:





Name of Corporation               Class                     Number of Shares



                                   ARTICLE SIX

     AS to each corporation, the number of shares voted for and against the
plan, respectively, and the number of shares of any class entitled to vote as a
class voted for and against the plan, are:




Name of Corporation                         Total Shares         Total Shares         Class      Shares      Shares
                                              Voted For          Voted Against                   Voted       Voted
                                                                                                  For        Against
See Exhibit C attached hereto.

                                                                                               
- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------



                                  ARTICLE SEVEN


All Provisions of the laws of the State of Illinois and the State of Arizona
applicable to the proposed merger have been complied with.

(Delete this article if surviving or new corporation is to be governed by the
laws of the State of Illinois.)


                                       35
   36
IN WITNESS WHEREOF each of the undersigned corporations has caused these
articles of merger to be executed in its name by its president or vice president
and its corporate seal to be hereunto affixed, attested by its secretary or
assistant secretary, this 30th day of April, 1984

                                         TICKETMASTER CORPORATION,
                                         an Illinois corporation
Place
(Corporate Seal)
Here                                     By:             /s/Dennis P. Williams
                                                         _____________________
                                                          Dennis P. Williams,
                                                          Its Vice President
ATTEST:



           /s/ Norman J. Gantz
           _______________________
               Its Secretary



                                        TICKETMASTER CORPORATION,
                                        an Arizona corporation
Place
(Corporate Seal)
Here                                     By:             /s/Dennis P. Williams
                                                         _______________________
                                                          Dennis P. Williams,
                                                          Its Vice President
ATTEST:



            /s/ Norman J. Gantz
            _____________________
               Its Secretary
            


As authorized officers, we declare that this document has been examined by us
and is, to the best of our knowledge and belief, true, correct and complete.



                                       36

   37
                                   Form BCA-55

                               (File in Duplicate)


To:   JIM EDGAR
      Secretary of State
      Springfield, Illinois


                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION



                                                          5335-698-2
                                                --------------------------------
                                                 (Do not write in this space)
                                                Date Paid
                                                Initial License Fee   5/24/84
                                                Franchise Tax         $
                                                Filing Fee            $100.00

                                                Clerk
                                                                      -------
                                                --------------------------------


         The undersigned corporation, for the purpose of amending its Articles
of Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:


         ARTICLE FIRST: The name of the corporation is: Ticketmaster Corporation


         ARTICLE SECOND: The following amendment or amendments were adopted in
the manner prescribed by "The Business Corporation Act" of the State of
Illinois:



                         See Exhibit A attached hereto.


                                       37
   38
(Disregard separation into classes    ARTICLE THIRD: The number of shares of the
if class voting does not apply to     corporation outstanding at the time of
the amendment voted on.)              the adoption of said amendment or
                                      amendments was 1,000 shares of common
                                      stock; and the number of shares of each
                                      class entitled to vote as a class on the
                                      adoption of said amendment or amendments,
                                      and the designation of each such class
                                      were as follows:


                                         Class                Number of Shares
                                                    N/A

                                      NOTE:  On the date of adoption of the
                                      amendment an additional _________ shares
                                      were held in treasury and not entitled to
                                      vote:

                                         Class                Number of Shares
                                                    N/A

(Disregard separation into classes    ARTICLE FOURTH: The number of shares voted
if class voting does not apply to     for said amendment was 1,000 shares of
the amendment voted on.)              common stock; and the number of shares
                                      voted against said amendment or amendments
                                      was ___________. The number of shares of
                                      each class entitled to vote as a class
                                      voted for and against said amendment or
                                      amendments, respectively was:

                                         Class            Number of Shares Voted
                                          N/A              For          Against

(Disregard these items unless the     Item 1.  On the date of the adoption of
amendment restates the articles of    this amendment, restating the articles of
incorporation)                        incorporation, the corporation had 1,000
                                      shares issued, itemized as follows:



                                         Class        Series        Number          Par value per share or statement
                                                     (If Any)      of Shares        that shares are without par value
                                                                          
                                        Common         None         1,000           $.01


                                      Item 2. On the date of the adoption of
                                      this amendment restating the articles of
                                      incorporation, the corporation had a
                                      stated capital of $10.00 and a paid-in
                                      surplus of $990.00 or a total of
                                      $1,000.00.


                                       38
   39
(Disregard this Article where this    ARTICLE FIFTH: The manner in which the
amendment contains no such            exchange, reclassification, or
provisions.)                          cancellation of issued shares, or a
                                      reduction of the number of authorized
                                      shares of any class below the number of
                                      issued shares of that Class, provided
                                      for in, or effected by, this amendment,
                                      is as follows:

                                                        N/A

(Disregard this Paragraph where       ARTICLE SIXTH: Paragraph 1: The manner in
amendment does not affect stated      which said amendment or amendments effect
capital or paid-in surplus.)          a change in the amount of stated capital
                                      or the amount of paid-in surplus, or both,
                                      is as follows:

                                                        N/A

(Disregard this Paragraph where       Paragraph 2:  The amounts of stated
amendment does not affect stated      capital and of paid-in surplus as changed
capital or paid-in surplus.)          by this amendment are as follows:



                                                                         Before Amendment        After Amendment
                                                                                           
                                      State Capital..................    $                       $
                                      Paid-in Surplus................    $                       $

                                                        N/A



                                       39
   40
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be executed in its name by its Vice President, and its corporate
seal to be hereto affixed, attested by its Assistant Secretary, this 5th day of
April, 1984.

                                             TICKETMASTER CORPORATION
                                                   Exact Corporate Name

                           Place             By  /s/Dennis P. Williams
                    CORPORATE SEAL HERE         ___________________________
                                                Its Vice President
ATTEST:

               /s/ David L. Pollins
              ______________________
                   Its Secretary


As authorized officers, we declare that this document has been examined by us
and is, to the best of our knowledge and belief, true, correct and complete.


                                       40
   41
                                    EXHIBIT A

                         RESTATEMENT OF THE ARTICLES OF
                    INCORPORATION OF TICKETMASTER CORPORATION

ARTICLE ONE:               The name of the corporation is Ticketmaster
                           Corporation. The date of incorporation is February 8,
                           1984. The state of incorporation is Illinois.

ARTICLE TWO:
                           Registered Agent:         Norman J. Gantz
                           Registered Office:        208 S. LaSalle Street
                                                     Suite 1000
                                                     Chicago, Illinois 60604
                                                     Cook County

ARTICLE THREE:             The duration of the corporation is perpetual.

ARTICLE FOUR:              The purposes for which the corporation is organized
                           are:

                           To engage in the transaction of any or all lawful
                           business for which corporation may be incorporated
                           under The Illinois Business Corporation Act.

ARTICLE FIVE:              Paragraph 1: See Exhibit I attached hereto.
                           Paragraph 2: See Exhibit I attached hereto.

ARTICLE SIX:               Not required to be restated.

ARTICLE SEVEN:             Not required to be restated.

ARTICLE EIGHT:             The number of directors is not required to be
                           restated. In the event that any vacancy shall occur
                           in the Board of Directors during an interim period
                           between meetings of shareholders by virtue of an
                           increase in the number of directors, the resignation
                           of one or more directors or otherwise such vacancy or
                           vacancies may be filled by a majority of the
                           directors then in office and any director so elected
                           shall serve until the next annual meeting of
                           shareholders.

ARTICLE NINE:              All the property of the corporation is to be located
                           in this State and all of its business is to be
                           transacted at or from places of business in this
                           state, or the Incorporator(s) elect to pay the
                           initial franchise tax on the basis of the entire
                           consideration to be received for the issuance of
                           shares.


                                       41
   42
                                    EXHIBIT I

ARTICLE FIVE

         Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is



                                                                      Par Value                Number of Shares
            Class                         Series                      Per Share                   Authorized
                                                                                      
            Common                                                      $.01                      25,000,000
          Preferred                          I                          $.10                      10,000,000
          Preferred                         II                          $.10                       6,200,000
          Preferred                    Undesignated                     $.10                       3,800,000


         Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:

         No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.

         Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in those Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.

         The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares, of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:

         (a)      The serial designation and authorized number of shares;

         (b)      The dividend rate, the date or dates to which such dividends
                  will be payable and the extent to which such dividends may be
                  cumulative;

         (c)      The amount or amounts to be received by the holders in the
                  event of voluntary or involuntary dissolution or liquidation
                  of the corporation;


                                       42
   43
         (d)      Whether such shares may be redeemed, and if so, the price or
                  prices at which the shares may be redeemed and any terms,
                  conditions and limitations upon such redemption;

         (e)      Any sinking fund provisions for redemption or purchase of
                  shares of such series;

         (f)      The terms and conditions, if any, on which shares may be
                  converted, at the election of the holders thereof, into shares
                  of other capital stock or of other series of Preferred Stock
                  of the corporation; and

         (g)      As to any series designated after July 1, 1984, the voting
                  rights, if any.

         The Board of Directors may also from time to time:

         (a)      Alter, without limitation or restriction, the rights,
                  preferences, privileges and restrictions granted to or imposed
                  upon any wholly unissued series of Preferred Stock; and

         (b)      Within the limits or restrictions stated in any resolution or
                  resolutions of the Board of Directors originally fixing the
                  number of shares constituting any series, increase or decrease
                  (but not below the number of shares then outstanding) the
                  number of shares of any such series subsequent to the issuance
                  of shares of that series.

        Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulative to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.

        Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.

         Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series I Preferred Stock shall have
                  the right to receive, as and when declared payable from time
                  to time by the Board of Directors from funds legally available
                  therefor, a preferential dividend of $.12 per share per annum
                  and no more. Such dividends shall be payable only to the
                  extent that the corporation has


                                       43
   44
                  cumulative earnings sufficient therefor. Dividends on the
                  shares of Series I Preferred Stock accruing with respect to
                  each "dividend year" (as defined below) shall be payable
                  annually as determined by the Board of Directors, but in no
                  event later than 120 days after the end of each "dividend
                  year" (thus "dividend payment date"). Such dividend shall be
                  payable to holders of record on a date to be fixed by the
                  Board of Directors, such date to be not more than 120 days
                  preceding the dividend payment date. For the purposes hereof,
                  the period comprising a "dividend year" shall be concurrent
                  with the then fiscal year of the corporation.

         (b)      Redemption. The corporation may, at its option, at any time on
                  or after January 1, 1985, redeem all or any part of the then
                  outstanding Series I Preferred Stock in an amount per share
                  equal to all dividends declared and unpaid to the date fixed
                  for redemption plus a redemption amount determined as follows:



        If the date fixed for redemption is during
         the 12-month period beginning January 1:                               Redemption Amount
                                                                             
         1985                                                                         $1.10
         1986                                                                         $1.08
         1987                                                                         $1.06
         1988                                                                         $1.04
         1989                                                                         $1.02
         1990 and thereafter                                                          $1.00


                  The aforesaid redemption amount plus the declared and unpaid
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series I Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior to the date fixed for redemption,
                  a notice specifying the time and place thereof shall be given
                  by mail to the holders of record of Series I Preferred Stock
                  to be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner, herein provided shall be conclusively presumed to have
                  been mailed whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares.

                  Upon such redemption date (unless the corporation shall
                  default in payment or deposit of the redemption price as set
                  forth in such notice), such holders shall cease to


                                      44
   45
                  be shareholders with respect to such shares and shall have no
                  interest in or claim against the corporation and shall have no
                  voting or other rights with respect to such shares except the
                  right to receive the monies payable upon such redemption from
                  such bank or trust company, or from the corporation, without
                  interest thereon, upon surrender (and endorsement, if required
                  by the Board of Directors) of the certificates; and the shares
                  represented thereby shall no longer be deemed to be
                  outstanding. In the event the holder of any such shares of the
                  Series I Preferred Stock shall not, within six years after
                  such deposit, claim the amount deposited as above stated for
                  the redemption thereof, the depositary shall, upon demand, pay
                  the corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding-up of the affairs of the corporation, either
                  voluntarily or involuntarily the amount that shall be paid to
                  the holder of each share of Series I Preferred Stock shall be
                  the fixed amount of $1.00 for such share and no more and the
                  additional sum representing accrued and unpaid dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series I Preferred
                  Stock shall not be entitled to vote on any matter which is
                  required by law or by the Articles of Incorporation or By-Laws
                  of the corporation to be voted upon by the shareholders or
                  upon which the shareholders shall otherwise be entitled to
                  vote, unless otherwise required by the Illinois Business
                  Corporation Act.

         (e)      Seniority. The Series I Preferred Stock shall be senior to all
                  other equity securities of the corporation and shall be
                  entitled to receive in full all dividends and distributions to
                  which such stock shall be entitled prior to the payment of any
                  dividends or distributions upon any other class or series of
                  equity securities and shall be redeemed in full prior to the
                  full or partial redemption of any other class or series of
                  equity securities.

         Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series II Preferred Stock shall have
                  the right to receive, as and when declared payable from time
                  to time by the Board of Directors from funds legally available
                  therefor, a preferential dividend of $.024 per share per annum
                  and no more. Such dividends shall be payable only to the
                  extent that the corporation has cumulative earnings sufficient
                  therefor. Dividends on the shares of Series II Preferred Stock
                  accruing with respect to each "dividend year" (as defined
                  below) shall be payable annually as determined by the Board of
                  Directors, but in no event later than 120 days after the end
                  of each "dividend year" (the "dividend payment date"). Such
                  dividend shall be payable to holders of record on a date to be
                  fixed by the Board of


                                       45
   46
                  Directors, such date to be not more than 120 days preceding
                  the dividend payment date. For the purposes hereof, the period
                  comprising a "dividend year" shall be concurrent with the then
                  fiscal year of the corporation.

         (b)      Redemption. The corporation may, at its option, at any time on
                  or after January 1, 1985, redeem all or any part of the then
                  outstanding Series II Preferred Stock in an amount per share
                  equal to all dividends declared and unpaid to the date fixed
                  for redemption plus a redemption amount determined as follows:



           If the date fixed for redemption is during                               Redemption Amount
            the 12-month period beginning January 1:
                                                                                 
                 1985                                                                    $0.22
                 1986                                                                    $0.216
                 1987                                                                    $0.212
                 1988                                                                    $0.208
                 1989                                                                    $0.204
                 1990 and thereafter                                                     $0.20


                  The aforesaid redemption amount plus the declared and unpaid
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series II Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior to the date fixed for redemption,
                  a notice specifying the time and place thereof shall be given
                  by mail to the holders of record of Series II Preferred Stock
                  to be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to be shareholders with respect to such
                  shares and shall have no interest in or claim against the
                  corporation and shall have no voting or other rights with
                  respect to such shares except the right to receive the monies
                  payable upon such redemption from such bank or trust company,
                  or from the corporation, without interest thereon, upon
                  surrender (and endorsement, if required by the Board of
                  Directors) of the certificates; and the shares represented
                  thereby shall no longer be deemed to be outstanding. In


                                       46
   47
                  the event the holder of any such shares of the Series II
                  Preferred Stock shall not, within six years after such
                  deposit, claim the amount deposited as above stated for the
                  redemption thereof, the depositary shall, upon demand, pay the
                  corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series II Preferred Stock shall be
                  the fixed amount of $.20 for such share and no more and the
                  additional sum representing accrued and unpaid dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series II
                  Preferred Stock shall have one (1) vote per share on all
                  matters which are required by law or by the Articles of
                  Incorporation or By-Laws of the corporation to be voted upon
                  by the shareholders, or upon which the shareholders shall
                  otherwise be entitled to vote.

         (e)      Seniority. The Series II Preferred Stock shall be senior to
                  all other equity securities of the corporation (except the
                  Series I Preferred Stock), and shall be entitled to receive in
                  full all dividends and distributions to which such stock shall
                  be entitled prior to the payment of any dividends or
                  distributions upon any other class or series of equity
                  securities (except the Series I Preferred Stock) and shall be
                  redeemed in full prior to the full or partial redemption of
                  any other class or series of equity securities (except the
                  Series I Preferred Stock).


                                       47
   48
                                                                                   
                                                                                                File #5335-698-??
BCA-10.30 (Rev. Jul. 1984)                                  JIM EDGAR                         This Space For Use By
                                                        Secretary of State                     Secretary of State
Submit in Duplicate                                     State of Illinois
                                                                                          Date                6/26/85
Remit payment in Check or Money Order,                ARTICLES OF AMENDMENT               Franchise Tax       $25.00
payable to "Secretary of State".                                                          Filing Fee          $
                                                                                          Clerk               /init/



DO NOT SEND CASH!

Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.

ARTICLE ONE       The name of the corporation is Ticketmaster Corporation
                                                                        (note 1)

ARTICLE TWO       The following amendment of the Articles of Incorporation was
                  adopted on April 26, 1985 in the manner indicated below. ("X")
                  one box only.

                  / /      By a majority of the incorporators, provided no
                           directors were named in the articles of incorporation
                           and no directors have been elected; or by a majority
                           of the board of directors, in accordance with Section
                           10.10, the corporation having issued no shares as of
                           the time of adoption of this amendment;      (Note 2)

                  / /      By a majority of the board of directors, in
                           accordance with Section 10.15, shares having been
                           issued but shareholder action not being required for
                           the adoption of the amendment;               (Note 3)

                  / /      By the shareholders, in accordance with Section
                           10.20, a resolution of the board of directors having
                           been duly adopted and submitted to the shareholders.
                           At a meeting of shareholders, not less than the
                           minimum number of votes required by statute and by
                           the articles of incorporation were voted in favor of
                           the amendment;                               (Note 4)

                  /X/      By the shareholders, in accordance with Sections
                           10.20 and 7.10, a resolution of the board of
                           directors having been signed by shareholders having
                           not less than the minimum number of votes required by
                           statute and by the articles of incorporation.
                           Shareholders who have not consented in writing have
                           been given notice in accordance with Section 7.10;
                                                                        (Note 4)

                  / /      By the shareholders, in accordance with Sections
                           10.20 and 7.10, a resolution of the board of
                           directors have been duly adopted and submitted to the
                           shareholders. A consent in writing has been signed by
                           all the shareholders entitled to vote on this
                           amendment.                                   (Note 4)

                               (INSERT AMENDMENT)

(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)

       -----------------------------------------------------------------
                                   (New Name)


                                       48
   49
                                     Page 2

                                   Resolution



"RESOLVED, that Article Five of the Articles of Incorporation be deleted in its
entirety and that the language set forth on Exhibit A attached hereto be
substituted in its place and stead."





         See Exhibit A attached hereto.


                                       49
   50
                                     Page 3

ARTICLE THREE     The manner, if not set forth in the amendment, in which any
                  exchange, reclassification or cancellation of issued shares,
                  or a reduction of the number of authorized shares of any class
                  below the number of issued shares of that class, provided for
                  or effected by this amendment, is as follows: (If not
                  applicable, insert "No change")

                           No Change


ARTICLE FOUR      (a) The manner, if not set forth in the amendment, in which
                  said amendment effects a change in the amount of paid-in
                  capital* is as follows: (If not applicable, insert "No
                  change")

                           No Change

                  (b) The amount of paid-in capital* as changed by this
                  amendment is as follows: (If not applicable, insert "No
                  change")

                           No Change

                                        Before Amendment     After Amendment
                  Paid-in Capital       $______________      $______________


The undersigned corporation has caused this statement to be signed by its duly
authorized officers, each of whom affirm, under penalties of perjury, that the
facts stated herein are true.

Dated  May 10, 1985                          TICKETMASTER CORPORATION
                                             (Exact Name of Corporation)
attested by  /s/Norman J. Gantz             by /s/Dennis P. Williams
(Signature of Secretary or                       (Signature of President
Assistant Secretary)                              or Vice President)

   Norman J. Gantz, Secretary                     Dennis P. Williams,
   (Type or Print Name and Title)                 Executive Vice President
                                                  Type or Print Name and Title)



* "Paid-in Capital" replaces the terms Stated Capital and Paid-in Surplus and is
equal to the total of these accounts.


                                       50
   51
                                                      Page 4

                                              NOTES and INSTRUCTIONS

Note 1:  State the true exact corporate name as it appears on the records of the
         office of the Secretary of State, BEFORE any amendments herein
         reported.

Note 2:  Incorporators are permitted to adopt amendments ONLY before any shares
         have been issued and before any directors have been named or elected.
         (Section 10.10)

Note 3:  Directors may adopt amendments without shareholder approval in only six
         instances, as follows:

         (a)      to remove the names and addresses of directors named in the
                  articles of incorporation;

         (b)      to remove the name and address of the initial registered agent
                  and registered office, provided a statement pursuant to
                  Section 5.15 is also filed;

         (c)      to split the issued whole shares and unissued authorized
                  shares by multiplying them by a whole number, so long as no
                  class or series is adversely affected thereby;

         (d)      to change the corporate name by substituting the word
                  "corporation", "incorporated", "company", "limited", or the
                  abbreviation "corp.", "inc.", "co.", or "ltd." for a similar
                  word or abbreviation in the name, or by adding a geographical
                  attribution to the name;

         (e)      to reduce the authorized shares of any class pursuant to a
                  cancellation statement filed in accordance with Section 9.05,

         (f)      to restate the articles of incorporation as currently amended.
                  (Section 10.15)


Note 4:  All amendments not adopted under Section 10.10 or Section 10.15 require
         (1) that the board of directors adopt a resolution setting forth the
         proposed amendment and (2) that the shareholders approve the amendment.

         Shareholder approval may be (1) by vote at a shareholders' meeting
         (either annual or special) or (2) by consent, in writing, without a
         meeting.

         To be adopted, the amendment must receive the affirmative vote or
         consent of the holders of at least 2/3 of the outstanding shares
         entitled to vote on the amendment (but if class voting applies, then
         also at least 2/3 vote within each class is required).

         The articles of incorporation may supersede the 2/3 vote requirement by
         specifying any smaller or larger vote requirement not less than a
         majority of the outstanding shares entitled to vote and not less than a
         majority within each class when class voting applies. (Section 10.20)

Note 5:  When shareholder approval is by written consent, all shareholders must
         be given notice of the proposed amendment at least 5 days before the
         consent is signed. If the amendment is adopted, shareholders who have
         not signed the consent must be promptly notified of the passage of the
         amendment. (Sections 7.10 & 10.20)


                                       51
   52
                                    EXHIBIT A

                                  ARTICLE FIVE

        Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:



                                                         Par Value              Number of
                Class                Series              Per Share          Shares Authorized
                                                                   
               Common                                  no par value             25,000,000
              Preferred                 I                  $.10                 10,000,000
              Preferred                II                  $.10                  6,200,000
              Preferred           Undesignated             $.10                  3,800,000


        Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:

        No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.

        Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.

        The Board of Directors is authorized to provide from time to time for
the Issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:

         (a)      The serial designation and authorized number of shares;

         (b)      The dividend rate, the date or dates to which such dividends
                  will be payable and the extent to which such dividends may be
                  cumulative;

         (c)      The amount or amounts to be received by the holders in the
                  event of voluntary or involuntary dissolution or liquidation
                  of the corporation;


                                       52
   53
         (d)      Whether such shares may be redeemed, and if so, the price or
                  prices at which the shares may be redeemed and any terms,
                  conditions and limitations upon such redemption;

         (e)      Any sinking fund provisions for redemption or purchase of
                  shares of such series;

         (f)      The terms and conditions, if any, on which shares may be
                  converted, at the election of the holders thereof, into shares
                  of other capital stock or of other series of Preferred Stock
                  of the corporation; and

         (g)      As to any series designated after July 1, 1984, the voting
                  rights, if any.

         The Board of Directors may also from time to time:

         (a)      Alter, without limitation or restriction, the rights,
                  preferences, privileges and restrictions granted to or imposed
                  upon any wholly unissued series of Preferred Stock; and

         (b)      Within the limits or restrictions stated in any resolution or
                  resolutions of the Board of Directors originally fixing the
                  number of shares constituting any series, increase or decrease
                  (but not below the number of shares then outstanding) the
                  number of shares of any such series subsequent to the issuance
                  of shares of that series.

        Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulative to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.

        Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.

        Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series I Preferred Stock shall have
                  the right to receive, as and when declared payable from time
                  to time by the Board of Directors from funds legally available
                  therefor, a preferential dividend of $.12 per share per annum
                  and no more. Commencing with the dividend year (as defined
                  below) beginning February 1,


                                       53
   54
                  1988 (or such other date as shall be the first day of the
                  corporation's fiscal year ending in 1989), the dividend with
                  respect to Series I Preferred Stock shall increase to $.15 per
                  share. Commencing with the dividend year beginning February 1,
                  1991 (or such other date as shall be the first day of the
                  corporation's fiscal year ending in 1992), the dividend with
                  respect to Series I Preferred Stock shall increase to $.18 per
                  share. Such dividends shall be payable only to the extent that
                  the corporation has cumulative earnings sufficient therefor.
                  Dividends on the shares of Series I Preferred Stock accruing
                  with respect to each dividend year shall be payable annually
                  as determined by the Board of Directors, but in no event later
                  than 120 days after the end of each "dividend year" (the
                  "dividend payment date"). Such dividend shall be payable to
                  holders of record on a date to be fixed by the Board of
                  Directors, such date to be not more than 120 days preceding
                  the dividend payment date. For the purposes hereof, the period
                  comprising a "dividend year" shall be concurrent with the then
                  fiscal year of the corporation.

         (b)      Redemption. The corporation may, at its option, at any time on
                  or after January 1, 1985, redeem all or any part of the then
                  outstanding Series I Preferred Stock in an amount per share
                  equal to all dividends declared and unpaid to the date fixed
                  for redemption plus a redemption amount determined as follows:



                  If the date fixed for redemption is during
                   the 12-month period beginning January 1:                    Redemption Amount
                                                                            
                          1985                                                       $1.10
                          1986                                                       $1.08
                          1987                                                       $1.06
                          1988                                                       $1.04
                          1989                                                       $1.02
                          1990 and thereafter                                        $1.00


                  The aforesaid redemption amount plus the declared and unpaid
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series I Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior the date fixed for redemption, a
                  notice specifying the time and place thereof shall be given by
                  mail to the holders of record of Series I Preferred Stock to
                  be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a


                                       54
   55
                  bank or trust company (in good standing, organized under the
                  laws of the United States or of the State of Illinois) named
                  in such notice, for payment on the date fixed for redemption
                  to the holders of the shares so to be redeemed, upon surrender
                  (and endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to be shareholders with respect to such
                  shares and shall have no interest in or claim against the
                  corporation and shall have no voting or other rights with
                  respect to such shares except the right to receive the monies
                  payable upon such redemption from such bank or trust company,
                  or from the corporation, without interest thereon, upon
                  surrender (and endorsement, if required by the Board of
                  Directors) of the certificates; and the shares represented
                  thereby shall no longer be deemed to be outstanding. In the
                  event the holder of any such shares of the Series I Preferred
                  Stock shall not, within six years after such deposit, claim
                  the amount deposited as above stated for the redemption
                  thereof, the depositary shall, upon demand, pay the
                  corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series I Preferred Stock shall be
                  the fixed amount of $1.00 for such share and no more and the
                  additional sum representing accrued and unpaid dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series I Preferred
                  Stock shall not be entitled to vote on any matter which is
                  required by law or by the Articles of Incorporation or By-Laws
                  of the corporation to be voted upon by the shareholders or
                  upon which the shareholders shall otherwise be entitled to
                  vote, unless otherwise required by the Illinois Business
                  Corporation Act.

         (e)      Seniority. The Series I Preferred Stock shall be senior to all
                  other equity securities of the corporation and shall be
                  entitled to receive in full all dividends and distributions to
                  which such stock shall be entitled prior to the payment of any
                  dividends or distributions upon any other class or series of
                  equity securities and shall be redeemed in full prior to the
                  full or partial redemption of any other class or series of
                  equity securities.

        Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series II Preferred Stock shall have
                  the right to receive, as and when declared payable from time
                  to time by the Board of Directors from funds legally available
                  therefor, a preferential dividend of $.024 per share per annum
                  and no


                                       55
   56
                  more. Such dividends shall be payable only to the extent that
                  the corporation has cumulative earnings sufficient therefor.
                  Dividends on the shares of Series II Preferred Stock accruing
                  with respect to each "dividend year" (as defined below) shall
                  be payable annually as determined by the Board of Directors,
                  but in no event later than 120 days after the end of each
                  "dividend year" (the "dividend payment date"). Such dividend
                  shall be payable to holders of record on a date to be fixed by
                  the Board of Directors, such date to be not more than 120 days
                  preceding the dividend payment date. For the purposes hereof,
                  the period comprising a "dividend year" shall be concurrent
                  with the then fiscal year of the corporation.

         (b)      Redemption. The corporation may, at its option, at any time on
                  or after January 1, 1985, redeem all or any part of the then
                  outstanding Series II Preferred Stock in an amount per share
                  equal to all dividends declared and unpaid to the date fixed
                  for redemption plus a redemption amount determined as follows:



  If the date fixed for redemption is during the 12-month                        Redemption Amount
  period beginning January 1:
                                                                              
         1985                                                                           $0.22
         1986                                                                           $0.216
         1987                                                                           $0.212
         1988                                                                           $0.208
         1989                                                                           $0.204
         1990 and thereafter                                                            $0.20


                  The aforesaid redemption amount plus the declared and unpaid
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series II Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior to the date fixed for redemption,
                  a notice specifying the time and place thereof shall be given
                  by mail to the holders of record of Series II Preferred Stock
                  to be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to


                                      56
   57
                  be shareholders with respect to such shares and shall have no
                  interest in or claim against the corporation and shall have no
                  voting or other rights with respect to such shares except the
                  right to receive the monies payable upon such redemption from
                  such bank or trust company, or from the corporation, without
                  interest thereon, upon surrender (and endorsement, if required
                  by the Board of Directors) of the certificates; and the shares
                  represented thereby shall no longer be deemed to be
                  outstanding. In the event the holder of any such shares of the
                  Series II Preferred Stock shall not, within six years after
                  such deposit, claim the amount deposited as above stated for
                  the redemption thereof, the depositary shall, upon demand, pay
                  the corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series II Preferred Stock shall be
                  the fixed amount of $.20 for such share and no more and the
                  additional sum representing accrued and unpaid dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series II
                  Preferred Stock shall have one (1) vote per share on all
                  matters which are required by law or by the Articles of
                  Incorporation or By-Laws of the corporation to be voted upon
                  by the shareholders, or upon which the shareholders shall
                  otherwise be entitled to vote.

         (e)      Seniority. The Series II Preferred Stock shall be senior to
                  all other equity securities of the corporation (except the
                  Series I Preferred Stock), and shall be entitled to receive in
                  full all dividends and distributions to which such stock shall
                  be entitled prior to the payment of any dividends or
                  distributions upon any other class or series of equity
                  securities (except the Series I Preferred Stock) and shall be
                  redeemed in full prior to the full or partial redemption of
                  any other class or series of equity securities (except the
                  Series I Preferred Stock).


                                       57
   58
                                                                                    
                                                                                                File #5335-698-??
BCA-10.30 (Rev. Jul. 1984)                                  JIM EDGAR                         This Space For Use By
                                                        Secretary of State                     Secretary of State
Submit in Duplicate                                     State of Illinois
                                                                                          Date                7/29/85
Remit payment in Check or Money Order,                ARTICLES OF AMENDMENT               License Fee         $
payable to "Secretary of                                                                  Franchise Tax       $25.00
State".                                                                                   Filing Fee          $
                                                                                          Clerk               /init/




DO NOT SEND CASH!

Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.

ARTICLE ONE       The name of the corporation is Ticketmaster Corporation
                                                                        (note 1)

ARTICLE TWO       The following amendment of the Articles of Incorporation was
                  adopted on July 1, 1985 in the manner indicated below. ("X")
                  one box only.

                  / /      By a majority of the incorporators, provided no
                           directors were named in the articles of incorporation
                           and no directors have been elected; or by a majority
                           of the board of directors, in accordance with Section
                           10.10, the corporation having issued no shares as of
                           the time of adoption of this amendment;      (Note 2)

                  /X/      By a majority of the board of directors, in
                           accordance with Section 10.15, shares having been
                           issued but shareholder action not being required for
                           the adoption of the amendment;               (Note 3)

                  / /      By the shareholders, in accordance with Section
                           10.20, a resolution of the board of directors having
                           been duly adopted and submitted to the shareholders.
                           At a meeting of shareholders, not less than the
                           minimum number of votes required by statute and by
                           the articles of incorporation were voted in favor of
                           the amendment;                               (Note 4)

                  / /      By the shareholders, in accordance with Sections
                           10.20 and 7.10, a resolution of the board of
                           directors having been signed by shareholders having
                           not less than the minimum number of votes required by
                           statute and by the articles of incorporation.
                           Shareholders who have not consented in writing have
                           been given notice in accordance with Section 7.10;
                                                                        (Note 4)

                  / /      By the shareholders, in accordance with Sections
                           10.20 and 7.10, a resolution of the board of
                           directors have been duly adopted and submitted to the
                           shareholders. A consent in writing has been signed by
                           all the shareholders entitled to vote on this
                           amendment.                                   (Note 4)

                               (INSERT AMENDMENT)

(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)

        -----------------------------------------------------------------
                                   (New Name)


                                       58
   59
                                     Page 2

                                   Resolution



"RESOLVED, that Paragraph 1 of Article Five to the Articles of Incorporation be,
and it hereby is, amended as follows:

         Paragraph 1: The number of shares which the Corporation shall be
         authorized to issue, itemized by class, series and par value, if any,
         is:



                                                                      Par Value                    Number of
            Class                         Series                      Per Share                Shares Authorized
                                                                                      
            Common                                                       NPV                        25,000,000
          Preferred                          I                          $.10                        10,000,000
          Preferred                         II                          $.10                         7,200,000
          Preferred                    Undesignated                     $.10                         2,800,000



                                       59
   60
                                     Page 3

ARTICLE THREE     The manner, if not set forth in the amendment, in which any
                  exchange, reclassification or cancellation of issued shares,
                  or a reduction of the number of authorized shares of any class
                  below the number of issued shares of that class, provided for
                  or effected by this amendment, is as follows: (If not
                  applicable, insert "No change")

                           No Change

ARTICLE FOUR      (a) The manner, if not set forth in the amendment, in which
                  said amendment effects a change in the amount of paid-in
                  capital* is as follows: (If not applicable, insert "No
                  change")

                           N/A

                  (b) The amount of paid-in capital* as changed by this
                  amendment is as follows: (If not applicable, insert "No
                  change")

                           N/A

                                      Before Amendment     After Amendment
                  Paid-in Capital     $______________      $______________


The undersigned corporation has caused this statement to be signed by its duly
authorized officers, each of whom affirm, under penalties of perjury, that the
facts stated herein are true.

Dated  July 1, 1985                           TICKETMASTER CORPORATION
                                             (Exact Name of Corporation)

attested by  /s/Norman J. Gantz              by /s/Dennis P. Williams
    (Signature of Secretary or                     (Signature of President
     Assistant Secretary)                           or Vice President)


         Norman J. Gantz, Secretary                Dennis P. Williams,
         (Type or Print Name and Title)            Vice President
                                                  (Type or Print Name and Title)



* "Paid-in Capital" replaces the terms Stated Capital and Paid-in Surplus and is
equal to the total of these accounts.


                                       60
   61
                                     Page 4

                             NOTES and INSTRUCTIONS

Note 1:  State the true exact corporate name as it appears on the records of the
         office of the Secretary of State, BEFORE any amendments herein
         reported.

Note 2:  Incorporators are permitted to adopt amendments ONLY before any shares
         have been issued and before any directors have been named or elected.
         (Section 10.10)

Note 3:  Directors may adopt amendments without shareholder approval in only six
         instances, as follows:

         (a)      to remove the names and addresses of directors named in the
                  articles of incorporation;

         (b)      to remove the name and address of the initial registered agent
                  and registered office, provided a statement pursuant to
                  Section 5.15 is also filed;

         (c)      to split the issued whole shares and unissued authorized
                  shares by multiplying them by a whole number, so long as no
                  class or series is adversely affected thereby;

         (d)      to change the corporate name by substituting the word
                  "corporation", "incorporated", "company", "limited", or the
                  abbreviation "corp.", "inc.", "co.", or "ltd." for a similar
                  word or abbreviation in the name, or by adding a geographical
                  attribution to the name;

         (e)      to reduce the authorized shares of any class pursuant to a
                  cancellation statement filed in accordance with Section 9.05,

         (f)      to restate the articles of incorporation as currently amended.
                  (Section 10.15)

Note 4:  All amendments not adopted under Section 10.10 or Section 10.15 require
         (1) that the board of directors adopt a resolution setting forth the
         proposed amendment and (2) that the shareholders approve the amendment.

         Shareholder approval may be (1) by vote at a shareholders' meeting
         (either annual or special) or (2) by consent, in writing, without a
         meeting.

         To be adopted, the amendment must receive the affirmative vote or
         consent of the holders of at least 2/3 of the outstanding shares
         entitled to vote on the amendment (but if class voting applies, then
         also at least 2/3 vote within each class is required).

         The articles of incorporation may supersede the 2/3 vote requirement by
         specifying any smaller or larger vote requirement not less than a
         majority of the outstanding shares entitled to vote and not less than a
         majority within each class when class voting applies. (Section 10.20)

Note 5:  When shareholder approval is by written consent, all shareholders must
         be given notice of the proposed amendment at least 5 days before the
         consent is signed. If the amendment is adopted, shareholders who have
         not signed the consent must be promptly notified of the passage of the
         amendment. (Sections 7.10 & 10.20)


                                       61
   62
                                                                                    
                                                                                                File #5335-698-??
BCA-10.30 (Rev. Jul. 1984)                                  JIM EDGAR                         This Space For Use By
                                                        Secretary of State                     Secretary of State
Submit in Duplicate                                     State of Illinois
                                                                                          Date                12-26-85
Remit payment in Check or Money Order,                ARTICLES OF AMENDMENT               License Fee         $
payable to "Secretary of State".                                                          Franchise Tax       $25.00
                                                                                          Filing Fee          $
                                                                                          Clerk               /init/




DO NOT SEND CASH!

Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.

ARTICLE ONE       The name of the corporation is Ticketmaster Corporation
                                                                        (note 1)

ARTICLE TWO       The following amendment of the Articles of Incorporation was
                  adopted on November 25, 1985 in the manner indicated below.
                  ("X") one box only.

                  / /       By a majority of the incorporators, provided no
                           directors were named in the articles of incorporation
                           and no directors have been elected; or by a majority
                           of the board of directors, in accordance with Section
                           10.10, the corporation having issued no shares as of
                           the time of adoption of this amendment; (Note 2)

                  / /      By a majority of the board of directors, in
                           accordance with Section 10.15, shares having been
                           issued but shareholder action not being required for
                           the adoption of the amendment; (Note 3)

                  / /      By the shareholders, in accordance with Section
                           10.20, a resolution of the board of directors having
                           been duly adopted and submitted to the shareholders.
                           At a meeting of shareholders, not less than the
                           minimum number of votes required by statute and by
                           the articles of incorporation were voted in favor of
                           the amendment; (Note 4)

                  /X/      By the shareholders, in accordance with Sections
                           10.20 and 7.10, a resolution of the board of
                           directors having been signed by shareholders having
                           not less than the minimum number of votes required by
                           statute and by the articles of incorporation.
                           Shareholders who have not consented in writing have
                           been given notice in accordance with Section 7.10;
                           (Note 4)

                  / /      By the shareholders, in accordance with Sections
                           10.20 and 7.10, a resolution of the board of
                           directors have been duly adopted and submitted to the
                           shareholders. A consent in writing has been signed by
                           all the shareholders entitled to vote on this
                           amendment.(Note 4)

                               (INSERT AMENDMENT)

(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)

        -----------------------------------------------------------------
                                   (New Name)


                                       62
   63
                                     Page 2

                                   Resolution



        "RESOLVED, that Article Five of the Articles of Incorporation be deleted
in its entirety and that the language set forth in Exhibit A attached hereto be
substituted in its place and stead."

See Exhibit A attached hereto.


                                       63
   64
                                     Page 3

ARTICLE THREE     The manner, if not set forth in the amendment, in which any
                  exchange, reclassification or cancellation of issued shares,
                  or a reduction of the number of authorized shares of any class
                  below the number of issued shares of that class, provided for
                  or effected by this amendment, is as follows: (If not
                  applicable, insert "No change")

                           No Change

ARTICLE FOUR      (a) The manner, if not set forth in the amendment, in which
                  said amendment effects a change in the amount of paid-in
                  capital* is as follows: (If not applicable, insert "No
                  change")

                           No Change

                  (b) The amount of paid-in capital* as changed by this
                  amendment is as follows: (If not applicable, insert "No
                  change")

                           No Change

                                      Before Amendment      After Amendment
                  Paid-in Capital     $______________       $______________


The undersigned corporation has caused this statement to be signed by its duly
authorized officers, each of whom affirm, under penalties of perjury, that the
facts stated herein are true.

Dated  November 25, 1985                     TICKETMASTER CORPORATION
                                             (Exact Name of Corporation)

attested by  /s/Norman J. Gantz              by /s/Dennis P. Williams
    (Signature of Secretary or                     (Signature of President
     Assistant Secretary)                           or Vice President)


         Norman J. Gantz, Secretary                Dennis P. Williams,
         (Type or Print Name and Title)            President
                                                  (Type or Print Name and Title)



* "Paid-in Capital" replaces the terms Stated Capital and Paid-in Surplus and is
equal to the total of these accounts.


                                       64
   65
                                     Page 4

                             NOTES and INSTRUCTIONS

Note 1:  State the true exact corporate name as it appears on the records of the
         office of the Secretary of State, BEFORE any amendments herein
         reported.

Note 2:  Incorporators are permitted to adopt amendments ONLY before any shares
         have been issued and before any directors have been named or elected.
         (Section 10.10)

Note 3:  Directors may adopt amendments without shareholder approval in only six
         instances, as follows:

         (a)      to remove the names and addresses of directors named in the
                  articles of incorporation;

         (b)      to remove the name and address of the initial registered agent
                  and registered office, provided a statement pursuant to
                  Section 5.15 is also filed;

         (c)      to split the issued whole shares and unissued authorized
                  shares by multiplying them by a whole number, so long as no
                  class or series is adversely affected thereby;

         (d)      to change the corporate name by substituting the word
                  "corporation", "incorporated", "company", "limited", or the
                  abbreviation "corp.", "inc.", "co.", or "ltd." for a similar
                  word or abbreviation in the name, or by adding a geographical
                  attribution to the name;

         (e)      to reduce the authorized shares of any class pursuant to a
                  cancellation statement filed in accordance with Section 9.05,

         (f)      to restate the articles of incorporation as currently amended.
                  (Section 10.15)

Note 4:  All amendments not adopted under Section 10.10 or Section 10.15 require
         (1) that the board of directors adopt a resolution setting forth the
         proposed amendment and (2) that the shareholders approve the amendment.

         Shareholder approval may be (1) by vote at a shareholders' meeting
         (either annual or special) or (2) by consent, in writing, without a
         meeting.

         To be adopted, the amendment must receive the affirmative vote or
         consent of the holders of at least 2/3 of the outstanding shares
         entitled to vote on the amendment (but if class voting applies, then
         also at least 2/3 vote within each class is required).

         The articles of incorporation may supersede the 2/3 vote requirement by
         specifying any smaller or larger vote requirement not less than a
         majority of the outstanding shares entitled to vote and not less than a
         majority within each class when class voting applies. (Section 10.20)

Note 5:  When shareholder approval is by written consent, all shareholders must
         be given notice of the proposed amendment at least 5 days before the
         consent is signed. If the amendment is adopted, shareholders who have
         not signed the consent must be promptly notified of the passage of the
         amendment. (Sections 7.10 & 10.20)


                                       65
   66
                                    EXHIBIT A

                                  ARTICLE FOUR

        Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:



                                                                      Par Value                    Number of
            Class                         Series                      Per Share                Shares Authorized
                                                                                         
            Common                                                  no par value                    25,000,000
          Preferred                          I                          $.10                        15,000,000
          Preferred                         II                          $.10                         5,900,000
          Preferred                         III                         $.10                           100,000
          Preferred                    Undesignated                     $.10                         4,000,000



        Paragraph 2: The preferences, qualifications, limitations, restrictions
and special or relative rights in respect of the shares of each class are:

        No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require the affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.

        Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.

        The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:

         (a)      The serial designation and authorized number of shares;

         (b)      The dividend rate, the date or dates on which such dividends
                  will be payable and the extent to which such dividends may be
                  cumulative;

         (c)      The amount or amounts to be received by the holders in the
                  event of voluntary or involuntary dissolution or liquidation
                  of the corporation;


                                       66
   67
         (d)      Whether such shares may be redeemed, and if so, the price or
                  prices at which the shares may be redeemed and any terms,
                  conditions and limitations upon such redemption;

         (e)      Any sinking fund provisions for redemption or purchase of
                  shares of such series;

         (f)      The terms and conditions, if any, on which shares may be
                  converted, at the election of the holders thereof, into shares
                  of other capital stock or of other series of Preferred Stock
                  of the corporation; and

         (g)      The voting rights, if any.

         The Board of Directors may also from time to time:

         (a)      Alter, without limitation or restriction, the rights,
                  privileges and restrictions granted to or imposed upon any
                  wholly unissued series of Preferred Stock; and

         (b)      Within the limits or restrictions stated in any resolution or
                  resolutions of the Board of Directors originally fixing the
                  number of shares constituting any series, increase or decrease
                  (but not below the number of shares then outstanding) the
                  number of shares of any such series subsequent to the issuance
                  of shares of that series.

        Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulate to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.

        Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein is to limit any right of
the corporation to purchase or otherwise acquire any shares of any series of
Preferred Stock. Any shares of Preferred Stock redeemed or otherwise acquired by
the corporation will have the status of authorized and unissued shares,
undesignated as to series, and may thereafter, in the discretion of the Board of
Directors and to the extent permitted by law, be sold or reissued from time to
time as part of another series or (unless prohibited by the terms of such series
as fixed by the Board of Directors) of the same series, subject to the terms and
conditions herein set forth.

        Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to-or imposed upon the Series I Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series I Preferred Stock shall have
                  the right to receive, as and when declared payable from time
                  to time by the Board of Directors from funds legally available
                  therefor, a preferential dividend of $.12 per share per annum
                  and no more. Commencing with the dividend year (as defined
                  below) beginning February 1, 1988 (or such other date as shall
                  be the first day of the corporation's fiscal year ending


                                       67
   68
                  in 1989), the dividend with respect to Series I Preferred
                  Stock shall increase to $.15 per share. Commencing with the
                  dividend year beginning February 1, 1991 (or such other date
                  as shall be the first day of the corporation's fiscal year
                  ending in 1992), the dividend with respect to Series I
                  Preferred Stock shall increase to $.18 per share. Such
                  dividends shall be payable only to the extent that the
                  corporation has cumulative earnings sufficient therefor.
                  Dividends on the shares of Series I Preferred Stock accruing
                  with respect to each dividend year shall be payable annually
                  as determined by the Board of Directors, but in no event later
                  than 120 days after the end of each "dividend year" (the
                  dividend payment date"). Such dividend shall be payable to
                  holders of record on a date to be fixed by the Board of
                  Directors, such date to be not more than 120 days preceding
                  the dividend payment date. For the purposes hereof, the period
                  comprising a "dividend year" shall be concurrent with the then
                  fiscal year of the corporation.

         (b)      Redemption. The corporation may at its option, at any time,
                  redeem all or any part of the then outstanding Series I
                  Preferred Stock in an amount per share equal to all dividends
                  declared and unpaid to the date fixed for redemption plus a
                  redemption amount determined as follows:



                  If the date fixed for redemption
                    is during the 12-month period                                  Redemption Amount
                       beginning January 1:
                                                                                
                    1985                                                                    $1.10
                    1986                                                                    $1.08
                    1987                                                                    $1.06
                    1988                                                                    $1.04
                    1989                                                                    $1.02
                    1990 and thereafter                                                     $1.00



                  The aforesaid redemption amount plus the declared and unpaid
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series I Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior the date fixed for redemption, a
                  notice specifying the time and place thereof shall be given by
                  mail to the holders of record of Series I Preferred Stock to
                  be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United


                                       68
   69
                  States or of the State of Illinois) named in such notice, for
                  payment on the date fixed for redemption to the holders of the
                  shares so to be redeemed, upon surrender (and endorsement if
                  required by the Board of Directors) of the certificates for
                  such shares. Upon such redemption date (unless the corporation
                  shall default in payment or deposit of the redemption price as
                  set forth in such notice), such holders shall, cease to be
                  shareholders with respect to such shares and shall have no
                  interest in or claim against the corporation and shall have no
                  voting or other rights with respect to such shares except the
                  right to receive the monies payable upon such redemption from
                  such bank or trust company, or from, the corporation, without
                  interest thereon, upon surrender (and endorsement, if required
                  by the Board of Directors) of the certificates; and the shares
                  represented thereby shall no longer be deemed to be
                  outstanding. In the event the holder of any such shares of the
                  Series I Preferred Stock shall not, within six years after
                  such deposit, claim the amount deposited as above stated for
                  the redemption thereof, the depositary shall, upon demand, pay
                  the corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series I Preferred Stock shall be
                  the fixed amount of $1.00 for such share and no more and the
                  additional sum representing accrued and unpaid dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series I Preferred
                  Stock shall not be entitled to vote on any matter which is
                  required by law or by the Articles of Incorporation or By-Laws
                  of the corporation to be voted upon by the shareholders or
                  upon which the shareholders shall otherwise be entitled to
                  vote, unless otherwise required by the Illinois Business
                  Corporation Act.

         (e)      Seniority. The Series I Preferred Stock shall be senior to all
                  other equity securities of the corporation and shall be
                  entitled to receive in full all dividends and distributions to
                  which such stock shall be entitled prior to the payment of any
                  dividends or distributions upon any other class or series of
                  equity securities and shall be redeemed in full prior to the
                  full or partial redemption of any other class or series of
                  equity securities.

        Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series II Preferred Stock shall have
                  the right to receive, as and when declared payable from time
                  to time by the Board of Directors from funds legally available
                  therefor, a preferential dividend of $.024 per share per annum
                  and no more. Such dividends shall be payable only to the
                  extent that the corporation has


                                       69
   70
                  cumulative earnings sufficient therefor. Dividends on the
                  shares of Series II Preferred Stock accruing with respect to
                  each "dividend year" (as defined below) shall be payable
                  annually as determined by the Board of Directors, but in no
                  event later than 120 days after the end of each "dividend
                  year" (the "dividend payment date"). Such dividend shall be
                  payable to holders of record on a date to be fixed by the
                  Board of Directors, such date to be not more than 120 days
                  preceding, the dividend payment date. For the purposes hereof,
                  the period comprising a (dividend year) shall be concurrent
                  with the then fiscal year of the corporation.

         (b)      Redemption. The corporation may, at its option, at any time,
                  redeem all or any part of the then outstanding Series II
                  Preferred Stock in an amount per share equal to all dividends
                  declared and unpaid to the date fixed for redemption plus a
                  redemption amount determined as follows:



           If the date fixed for redemption is during the
                12-month period beginning January 1:                           Redemption Amount
                                                                           
                 1985                                                             $0.22
                 1986                                                             $0.216
                 1987                                                             $0.212
                 1198                                                             $0.208
                 1989                                                             $0.204
                 1990 and thereafter                                              $0.20


                  The aforesaid redemption amount plus the declared and unpaid
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series II Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior the date fixed for redemption, a
                  notice specifying the time and place thereof shall be given by
                  mail to the holders of record of Series II Preferred Stock to
                  be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to be shareholders with respect to such
                  shares and shall have no interest in or claim


                                       70
   71
                  against the corporation and shall have no voting or other
                  rights with respect to such shares except the right to receive
                  the monies payable upon such redemption from such bank or
                  trust company, or from the corporation, without Interest
                  thereon, upon surrender (and endorsement, if required by the
                  Board of Directors) of the certificates; and the shares
                  represented thereby shall no longer be deemed to be
                  outstanding. In the event the holder of any such shares of the
                  Series II Preferred Stock shall not, within six years after
                  such deposit, claim the amount deposited as above stated for
                  the redemption thereof, the depositary shall, upon demand, pay
                  the corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series II Preferred Stock shall be
                  the fixed amount of $.20 for such share and no more and the
                  additional sum representing accrued and unpaid dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series II
                  Preferred Stock shall have one (1) vote per share on all
                  matters which are required by law or by the Articles of
                  Incorporation or By-Laws of the corporation to be voted upon
                  by the shareholders, or upon which the shareholders shall
                  otherwise be entitled to vote.

         (e)      Seniority. The Series II Preferred Stock shall be senior to
                  all other equity securities of the corporation (except the
                  Series I Preferred Stock) and shall be entitled to receive in
                  full all dividends and distributions to which such stock shall
                  be entitled prior to the payment of any dividends or
                  distributions upon any other class or series of equity
                  securities (except the Series I Preferred Stock) and shall be
                  redeemed in full prior to the full or partial redemption of
                  any other class or series of equity securities (except the
                  Series I Preferred Stock).

        Series III Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series III Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series III Preferred Stock shall not
                  be entitled to receive any dividends in respect of such
                  shares.

         (b)      Redemption. The corporation may, at its option, at any time,
                  redeem all or any part of the then outstanding Series III
                  Preferred Stock in an amount per share equal to $155, subject
                  to adjustment as provided in subparagraph (f) below.

                  The aforesaid redemption amount is referred to herein as the
                  "redemption price". If less than all shares of Series III
                  Preferred Stock are to be redeemed, the shares of such series
                  to be redeemed shall be chosen by lot or pro rata in such
                  manner as the Board of Directors may determine.


                                       71
   72

                  Not less than 30 days prior to the date fixed for redemption,
                  a notice specifying the time and place thereof shall be given
                  by certified mail return receipt requested to the holders of
                  record of Series III Preferred Stock to be redeemed at their
                  respective addresses as the same shall appear on the stock
                  books of the corporation, but no failure to mail such notice
                  or defect therein or in the mailing thereof shall affect the
                  validity of the proceedings for such redemption except as to
                  the holder to whom the corporation has failed to mail such
                  notice or except as to the holder whose notice was defective.
                  Any notice which was mailed in the manner herein provided
                  shall be conclusively presumed to have been duly given whether
                  or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to be shareholders with respect to such
                  shares and shall have no interest in or claim against the
                  corporation and shall have no voting or other rights with
                  respect to such shares except the right to receive the monies
                  payable upon such redemption from such bank or trust company,
                  or from the corporation, without interest thereon, upon
                  surrender (and endorsement, if required by the Board of
                  Directors) of the certificates; and the shares represented
                  thereby shall no longer be deemed to be outstanding. In the
                  event the holder of any such shares of the Series III
                  Preferred Stock shall not, within six years after such
                  deposit, claim the amount deposited as above stated for the
                  redemption thereof, the depositary shall, upon demand, pay the
                  corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, until claimed
                  by those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of corporation, either voluntarily
                  or involuntarily, the amount that shall be paid to the holder
                  of each share of Series III Preferred Stock shall, subject to
                  subparagraph (f) below, be the fixed amount of $155 for such
                  share and no more (hereinafter referred to as the "liquidation
                  amount"). Neither the merger or consolidation of the
                  corporation, nor the sale, lease or conveyance of all or a
                  part of its assets, shall be deemed to be a liquidation,
                  dissolution or winding up of the affairs of the corporation
                  for this purpose or to constitute a redemption of the Series
                  III Preferred Stock.

         (d)      Voting Rights. The holders of the shares of Series III
                  Preferred Stock shall not be entitled to vote on any matters
                  which are required by law or by the Articles of Incorporation
                  or By-Laws of the corporation to be voted upon by the
                  shareholders, or upon which the shareholders shall otherwise
                  be entitled to vote.

                                       72
   73
         (e)      Seniority. The Series III Preferred Stock shall be senior to
                  all other equity securities of the corporation (except the
                  Series I Preferred Stock and the Series II Preferred Stock),
                  and shall be entitled to receive in full all distributions to
                  which such stock shall be entitled to prior to the payment of
                  any dividends or distributions upon any other class or series
                  of equity securities (except the Series I Preferred Stock and
                  the Series II Preferred Stock) and shall be redeemed in full
                  prior to the full or partial redemption of any other class or
                  series of equity securities (except the Series I Preferred
                  Stock and the Series II Preferred Stock).

         (f)      Adjustment

                  (i)      The liquidation amount and the redemption price shall
                           be subject to adjustment if:

                           (A)      a directly or indirectly owned subsidiary of
                                    the corporation ceases to be the exclusive
                                    computerized ticketing agent for the
                                    Meadowlands sports complex operated by the
                                    New Jersey Sports Authority (the
                                    "Meadowlands"); and

                           (B)      such cessation occurs directly or indirectly
                                    as the result of the pendency, disposition
                                    or settlement of an action instituted during
                                    June or July, 1985 by Control Data
                                    Corporation, which action seeks to void the
                                    grant of such agency by the Meadowlands; and

                           (C)      the corporation sustains the loss of all or
                                    a portion of the funds advanced by it to one
                                    or more of its subsidiaries to fund such
                                    subsidiaries' New York operations (the
                                    amount of such loss being referred to
                                    hereinafter as the "New York Funding Loss").

                  (ii)     The liquidation amount and the redemption price shall
                           be adjusted by subtracting from the respective
                           amounts an amount equal to 50% of the New York
                           Funding Loss divided by 10,000; provided, however,
                           that in no event shall the liquidation amount or
                           redemption price per share be less than $.10. For
                           example, if the New York Funding Loss is $2,000,000,
                           the liquidation amount and the redemption price would
                           be reduced from $155 to $55 ($155 - .5 x $2,000,000)
                           divided by 10,000.

                                       73
   74
                                    EXHIBIT B

        In the event that any vacancy shall occur in the board of directors
during an interim period between meetings of shareholders by virtue of an
increase in the number of directors, the resignation of one or more directors or
otherwise, such vacancy or vacancies may be filled by a majority of the
directors then in office, and any director so elected shall serve until the next
annual meeting of shareholders.

                                       74
   75


                                                                                    
BCA-11.25 (Rev. Jul. 1984)                                  JIM EDGAR                         This Space For Use By
                                                        Secretary of State                     Secretary of State
Submit in Duplicate                                     State of Illinois
                                                                                          Date           5/6/88
Remit payment in Check or Money Order,                 ARTICLES OF MERGER,                Filing Fee     $100.00
payable to "Secretary of State".                     CONSOLIDATION, EXCHANGE              Clerk          /init/

DO NOT SEND CASH!

Filing Fee is $100, but if merger 
or consolidation of more than 2
corporations $50 for each 
additional corporation.


Pursuant to the provisions of "The Business Corporation, Act of 1983", the
undersigned corporation(s) hereby adopt(s) the following Articles of Merger,
Consolidation or Exchange. (Strike inapplicable words)

1. The names of the corporations proposing to merge, and the State or Country of
their incorporation are:

Name of Corporation                      State or Country of Incorporation
Ticketmaster Corporation                 Illinois    5335-6982
New TMC, Inc.                            Illinois    5503-0781

2. The laws of the State or Country under which each corporation is incorporated
permit such merger, consolidation or exchange.

3.       The name of the surviving corporation is    Ticketmaster Corporation

         and it shall be governed by the laws of     Illinois

4. The plan of merger is as follows:

If not sufficient space to cover this point, add one or more sheets of this size

         See the Agreement and Plan of Merger attached hereto as Exhibit A.

                                       75
   76
5. The plan of merger exchange was approved, as to each corporation, as follows:

(Only "X" one box for each corporation)



                                                                                             
                                     By the shareholders, a          By written consent of the        By written consent of
                                     resolution of the board of      shareholders having not less     ALL the shareholders
                                     directors having been duly      thin the minimum number of       entitled to vote on
                                     adopted and submitted to a      votes required by statute        the action, in
                                     vote at a meeting of            and by the articles of           accordance with
                                     shareholders.  Not less         incorporation. Shareholders      Section 7.10 &
                                     than the minimum number of      who have not consented in        Section 11.20.
                                     votes required by statute       writing have been given          
                                     and by the articles of          notice in accordance with        
                                     incorporation voted in          Section 7.10. (Section 11.20)                  
                                     favor of the action taken.                                                    
                                     (Section 11.20)                                                  
 Name of Corporation                                  / /                           /X/                           / /
                                                                                                    
Ticketmaster Corporation                              / /                           / /                           /X/

New TMC, Inc.                                         / /                           / /                           / /


6. (Not applicable if surviving, new or acquiring corporation is an Illinois
corporation)

It is agreed that, upon and after the issuance of a certificate of merger,
consolidation or exchange by the Secretary of State of the State of Illinois:

         a.       The surviving, new or acquiring corporation may be served with
                  process in the State of Illinois in any proceeding for the
                  enforcement of any obligation of any corporation organized
                  under the laws of the State of Illinois which is a party to
                  the merger, consolidation or exchange and in any proceeding
                  for the enforcement of the rights of a dissenting shareholder
                  of any such corporation organized under the laws of the State
                  of Illinois against the surviving, new or acquiring
                  corporation.

         b.       The Secretary of State of the State of Illinois shall be and
                  hereby is irrevocably appointed as the agent of the surviving,
                  or acquiring corporation to accept service of process in any
                  proceedings, and

         c.       The surviving, new, or acquiring corporation will promptly pay
                  to the dissenting shareholders of any corporation organized
                  under the law of the State of Illinois which is a party to the
                  merger, consolidation or exchange the amount, if any, to which
                  they shall be entitled under the provisions of "The Business
                  Corporation Act of 1933" of the State of Illinois with respect
                  to the rights of dissenting shareholders.

                                       76
   77
                                    EXHIBIT A

                          Agreement and Plan of Merger
                                     between
                            TICKETMASTER CORPORATION
                            (an Illinois corporation)
                                       and
                                  NEW TMC, INC.
                            (an Illinois corporation)

Agreement and Plan of Merger ("Agreement"), dated as of the 6th day of May,
1988, by and between TICKETMASTER CORPORATION, an Illinois corporation
(hereinafter referred to as "the Company" or the "Surviving Corporation"), and
NEW TMC, INC., an Illinois corporation (hereinafter referred to as "New TMC"),
said two corporations being hereinafter sometimes referred to collectively as
the "Constituent Corporations".

                              W I T N E S S E T H:

         WHEREAS, the Company is a corporation duly organized and existing under
the laws of the State of Illinois; and

         WHEREAS, New TMC is a corporation duly organized and existing under the
laws of the State of Illinois; and

         WHEREAS, the total number of shares which the company is authorized to
issue is 25,000,000 shares of Common Stock having no par value, 15,000,000
shares of Series I Preferred Stock having a par value of $0.10 per share,
5,900,000 shares of Series II Preferred Stock having a par value of $0.10 per
share, 100,000 shares of Series III Preferred Stock having a par value of $0.10
per share, and 4,000,000 shares of undesignated Preferred Stock having a par
value of $0.10 per share; and

         WHEREAS, the total number of shares of the company currently issued and
outstanding is 9,611,359 shares of Common Stock, 12,806,300 shares of Series I
Preferred Stock, 5,900,000 shares of Series II Preferred Stock and 10,000 shares
of Series III Preferred Stock; and

         WHEREAS, the total number of shares which New TMC is authorized to
issue is 25,000,000 shares of Common Stock having no par value, 15,000,000
shares of Series I Preferred Stock having no par value, 5,900,000 shares of
Series II Preferred Stock having no par value and 100,000 shares of Series III
Preferred Stock having no par value and 4,000,000 shares of undesignated
Preferred Stock having no value; and

         WHEREAS, the total number of shares of New TMC currently issued and
outstanding is 9,147,509 shares of Common Stock, 12,438,121 shares of Series I
Preferred Stock, 5,700,875 shares of Series II Preferred Stock and 10,000 shares
of Series III Preferred Stock; and

         WHEREAS, the respective Boards of Directors of the Company and New TMC
have determined that it is advisable and in the best interests of both
corporations that New TMC be

                                       77
   78
merged with and into the Company, and have approved such merger on the terms and
conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing and of the
agreements, covenants and provisions hereinafter set forth, the Company and New
TMC hereby agree as follows:

                                    ARTICLE I

                                   The Merger

         1.1 The Company and New TMC shall be merged into a single corporation
in accordance with the applicable provisions of the laws of the State of
Illinois, by New TMC merging into the Company which shall be the Surviving
Corporation.

         1.2 The name of the Surviving Corporation shall be Ticketmaster
Corporation.

         1.3 Upon the merger becoming effective in accordance with the laws of
the State of Illinois (such time being hereinafter referred to as the "Effective
Date"):

         (a)      The Constituent Corporations shall be a single corporation,
                  which shall be the Company, and the separate existence of New
                  TMC shall cease except to the extent provided by the laws of
                  the State of Illinois in the case of a corporation after its
                  merger with another corporation.

         (b)      The Surviving Corporation shall have all the rights,
                  privileges, immunities and powers and shall be subject to all
                  the duties and liabilities of a corporation organized under
                  the Illinois Business Corporation Act of 1983, as amended.

         (c)      The Surviving Corporation shall thereupon and thereafter
                  possess all of the rights, privileges, immunities and
                  franchises, of a public as well as of a private nature, of
                  each of the Constituent Corporations; and all property, real,
                  personal and mixed, all debts due on whatever account,
                  including subscriptions to shares and all other in action, and
                  all and every other interest of, or belonging to or due, each
                  of the Constituent Corporations shall be taken and deemed to
                  be transferred to and vested in the Surviving corporation
                  without further act or deed; and the title to any real estate,
                  or any interest therein, vested in either of the Constituent
                  corporations shall not revert or be in any way impaired by
                  reason of the merger.

         (d)      The Surviving Corporation shall thenceforth be responsible and
                  liable for all the liabilities and obligations of each of the
                  Constituent Corporations (including, without limitation
                  thereby, accrued but unpaid dividends upon the capital stock
                  of the Company), and any claim existing or action or
                  proceeding pending by or against either of the Constituent
                  Corporations may be prosecuted to judgment as if the merger
                  had not taken place, or the Surviving Corporation may be
                  substituted in its place, and neither the rights of creditors
                  nor any liens upon the property of either the Constituent
                  Corporations stall be impaired by reason of the merger.

                                       78
   79
                                   ARTICLE II

                        Officers, Directors and Employees

         2.1 The Board of Directors of the Surviving Corporation shall be the
Board of Directors of the company as it existed immediately prior to the merger.

         2.2 The officers of the Surviving Corporation shall be the officers of
the Company who held office immediately prior to the merger.

         2.3 The employees and agents of the Company immediately prior to the
merger shall become the employees and agents of the Surviving Corporation.

                                   ARTICLE III

                       Articles of Incorporation; By-Laws

         3.1 Upon the Effective Date of the merger, the Articles of
Incorporation of the Company, as amended, shall constitute the Articles of
Incorporation of the Surviving Corporation.

         3.2 Upon the Effective Date of the merger, the By-Laws of the Company
shall constitute the By-Laws of the Surviving Corporation.

                                   ARTICLE IV

                Conversion of Shares; Issuance of New Securities

         4.1 The manner and basis of converting shares of stock and other
obligations of the Constituent Corporations into shares of the Surviving
Corporation shall be as follows:

         (a)      Each share of Common Stock of New TMC issued and outstanding
                  upon the Effective Date of the merger shall thereupon, and
                  without any other action, be converted into one fully paid and
                  non-assessable share of Common Stock of the Surviving
                  Corporation.

         (b)      Each share of Series I Preferred Stock of New TMC issued and
                  outstanding upon the Effective Date of the merger shall
                  thereupon, and without any other action, be converted into one
                  fully paid and non-assessable share of Series I Preferred
                  Stock of the Surviving corporation.

         (c)      Each share of Series II Preferred Stock of New TMC issued and
                  outstanding upon the Effective Date of the merger shall
                  thereupon, and without any other action, be converted into one
                  fully paid and non-assessable share of Series II Preferred
                  Stock of the surviving Corporation.

         (d)      Each share of Series III Preferred Stock of New TMC issued and
                  outstanding upon the Effective Date of the merger shall
                  thereupon, and without any other action, be converted into one
                  fully paid and non-assessable share of Series III Preferred
                  Stock of the Surviving corporation.

                                       79
   80
         (e)      Each share of Common Stock, Series I Preferred Stock and
                  Series II Preferred Stock and Series III Preferred Stock of
                  the Company issued and outstanding and owned by a shareholder
                  other than New TMC (an "Exchanging Shareholder") upon the
                  Effective Date of the merger shall be canceled and changed
                  into and exchanged for cash in the following manner:

                  (i)      Each share of Common Stock of the Company owned by an
                           Exchanging Shareholder immediately prior to the
                           Effective Date of the merger shall thereupon, and
                           without any other action, be changed into and
                           exchanged for $0.50 in cash.

                  (ii)     Each share of Series I Preferred Stock owned by an
                           Exchanging Shareholder immediately prior to the
                           Effective Date of the merger shall thereupon, and
                           without any other action, be changed into and
                           exchanged for $1.04 in cash plus an amount in cash
                           equal to dividends in arrears thereon through the
                           Effective Date of the merger.

                  (iii)    Each share of Series II Preferred Stock owned by an
                           Exchanging Shareholder immediately prior to the
                           Effective Date of the merger shall thereupon, and
                           without any other action, be changed into and
                           exchanged for $0.208 in cash plus an amount in cash
                           equal to dividends in arrears thereon through the
                           Effective Date of the merger.

                  (iv)     Each share of Series III Preferred Stock owned by an
                           Exchanging Shareholder immediately prior to the
                           Effective Date of the merger shall thereupon, and
                           without any other action, be changed into and
                           exchanged for $155 in cash plus an amount in cash
                           equal to dividends in arrears thereon through the
                           Effective Date of the merger.

         (f)      Each share of Series I Preferred Stock and Series II Preferred
                  Stock* and Series III Preferred Stock of the Company issued
                  and outstanding and owned by New TMC, or held in the treasury
                  of the Company, upon the Effective Date of the Merger shall be
                  canceled and retired with no cash, securities or other
                  property being issued to the holders thereof upon such
                  cancellation and retirement.

         (g)      After the Effective Date of the merger, each holder of a
                  certificate representing issued and outstanding shares of New
                  TMC shall be required to surrender the same to the Surviving
                  corporation, and, upon such surrender, such holder shall be
                  entitled to receive a certificate or certificates issued by
                  the Surviving Corporation representing the number of shares of
                  Common Stock, Series I Preferred Stock, Series II Preferred
                  Stock and/or Series III Preferred Stock, as the case may be,
                  represented by the surrendered certificate or certificates. No
                  holder of a certificate that prior to the merger represented
                  issued and outstanding shares of New TMC shall have any
                  rights, after the Effective Date, with respect to such shares,
                  except to surrender the certificate or certificates in
                  exchange for stock of the Surviving Corporation. The Surviving
                  Corporation shall be entitled to rely upon the stock records
                  of New TMC as to the ownership of its stock on the Effective
                  Date of the merger.

         * and Common Stock

                                       80
   81
         (h)      After the Effective Date of the merger, each Exchanging
                  Shareholder shall be required to surrender certificates
                  representing issued and outstanding shares of the company and
                  thereupon shall be entitled to receive from the Surviving
                  Corporation such cash as to which they may be entitled. No
                  Exchanging Shareholder shall have any rights, after the
                  Effective Date, with respect to his or its certificate or
                  certificates except to surrender the certificate or
                  certificates in exchange for cash or to perfect the
                  dissenter's rights, if any, that such Exchanging Shareholder
                  may have pursuant to the applicable provisions of the Illinois
                  Business Corporation Act of 1983, as amended. The Surviving
                  Corporation shall be entitled to rely upon the stock records
                  of the Company as to the ownership of its stock on the
                  Effective Date of the merger.

         (i)      New TMC will not make any transfers on its stock register
                  after the Effective Date of the merger.

         (j)      The company will not make any transfers on its stock register
                  after the Effective Date of the merger relative to shares of
                  its capital stock that are issued and outstanding immediately
                  prior to the Effective Date.

         (k)      By its receipt of shares of Common Stock, Series I Preferred
                  Stock, Series II Preferred Stock and/or Series III Preferred
                  Stock of the Surviving Corporation, each recipient thereof
                  shall be deemed to have represented the matters in (i) below
                  and acknowledged the matters in (ii) and (iii) below to the
                  Company and New TMC:

                  (i)      Such shares are being acquired by the recipient for
                           itself without a view to the further disposition
                           thereof;

                  (ii)     Such shares have not been registered under the
                           Securities Act of 1933, as amended (the "Act"), in
                           reliance upon the exemption from registration
                           afforded by section 4(2) of the Act and/or Rule 506
                           promulgated thereunder; and

                  (iii)    Such shares will not be freely transferable and may
                           not be sold, transferred, assigned or otherwise
                           disposed of by the recipient absent registration
                           under the Act or an exemption therefrom, and the
                           certificates evidencing such shares will bear a
                           legend reflecting such restriction.


                                    ARTICLE V

                  Shareholder Approval; Abandonment; Amendment

          5.1 This Agreement shall be submitted to the shareholders of each of
the Constituent Corporations as provided by law, and shall take effect and be
deemed the Agreement and Plan of Merger of the Constituent Corporations upon the
approval or adoption thereof by the shareholders of each of the Constituent
corporations in accordance with the laws of the State of Illinois, and upon the
execution, filing and recording of such document and the doing of such acts and
things as shall be required for accomplishing the merger under the laws of the
State of Illinois.

                                       81
   82
          5.2 Anything herein or elsewhere to the contrary notwithstanding, this
Agreement may be abandoned for any reason at any time prior to the Effective
Date by the mutual consent of the Board of Directors of the Company and New TMC.

          5.3 This Agreement may be amended for any reason at any time prior to
the Effective Date, either before or after the shareholders' approvals required
by Section 5.1 of this Agreement, provided that such amendment shall not
materially and adversely affect the rights and interests of the shareholders of
the Company or New TMC.


                                   ARTICLE VI

                                  Miscellaneous

          6.1 The Company, as the Surviving Corporation, shall pay all expenses
of carrying this Agreement into effect and accomplishing the merger provided for
herein.

          6.2 If at any time the Surviving Corporation shall consider or be
advised that any further assignment or assurance in law is necessary or
desirable to vest in the Surviving Corporation the title to any property or
rights of New TMC, the proper officers and directors of New TMC shall execute
and make all proper assignments and assurances in law, and do all things
necessary or proper to vest such property or rights in the Surviving Corporation
and otherwise to carry out the purposes of this Agreement; and the proper
officers and directors of the Surviving corporation are fully authorized in the
name of New TMC, or otherwise, to take any and all such actions.

                                       82
   83
          IN WITNESS WHEREOF this Agreement has been executed by the duly
authorized officers of each of the parties hereto, and their respective
corporate seals have hereunto been affixed and attested, as of the day and year
first above written.

                                       TICKETMASTER CORPORATION,
                                       an Illinois corporation


                                       By: ___________________________
                                                   Fredric D. Rosen,
                                                 Chairman of the Board
ATTEST:



___________________________
    Norman J. Gantz,
      Secretary




                                       NEW TMC, INC.,
                                       an Illinois corporation


                                       By: ___________________________
                                                  Robert A. Leonard,
                                                      President
ATTEST:


___________________________
    Norman J. Gantz,
      Secretary

                                       83
   84
7.       (Complete this item if reporting a merger of subsidiary corporations)

         a.       The number of outstanding shares of each class of each merging
                  subsidiary corporation and the number of such shares of each
                  class owned immediately prior to the adoption of the plan of
                  merger by the parent corporation, are:



Name of Corporation                      Total Number of Shares Outstanding        Number of Shares of Each Class
                                                    of Each Class                    Owned Immediately Prior to
                                                                                  Merger by the Parent Corporation
                                                                            
___________________________              ___________________________              ___________________________
___________________________              ___________________________              ___________________________
___________________________              ___________________________              ___________________________
___________________________              ___________________________              ___________________________






         b.       The date of mailing a copy of the plan of merger and notice of
                  the right to dissent to the shareholders of each merging
                  subsidiary corporation was _______________, 19___

                  Was written consent for the merger or written waiver of the
                  30-day period by the holders of all the outstanding shares of
                  all subsidiary corporations received

                           __ Yes   __ No

                  (If the answer is "No", the duplicate copies of the Articles
                  of Merger may not be delivered to the Secretary of State until
                  after 30 days following the mailing of a copy of the plan of
                  merger and of the notice of the right to dissent to the
                  shareholders of each merging subsidiary corporation

       The undersigned corporations have caused these articles to he signed by
their duly authorized officers, each of whom affirm, under penalties of perjury,
that the facts stated herein are true.



Dated:         May 6, 1988                                                   TICKETMASTER CORPORATION
                                                                             (Exact Name of Corporation)
                                                                
attested by    /s/Norman J. Gantz, Secretary                                 by   /s/Robert A. Leonard
       (Signature of Secretary or Assistant Secretary)             (Signature of President or Vice President)
               Norman J. Gantz, Secretary                                         Robert A. Leonard, President
               (Type or Print Name and Title)                                     (Type or Print Name and Title)

Dated:         May 6, 1988                                                   NEW TMC, INC.
                                                                             (Exact Name of Corporation)

attested by    /s/Norman J. Gantz, Secretary                                 by   /s/Robert A. Leonard
          (Signature of Secretary or Assistant Secretary)          (Signature of President or Vice President)


                                       84
   85


                                                                
               Norman J. Gantz, Secretary                                         Robert A. Leonard, President
               (Type or Print Name and Title)                                     (Type or Print Name and Title)

Dated:
                                                                                (Exact Name of Corporation)

attested by                                                                     by
(Signature of Secretary or Assistant Secretary)                    (Signature of President or Vice President)

               (Type or Print Name and Title)                                   (Type or Print Name and Title)


                                       85
   86


                                                                                    
                                                                                                File #5335-698-2
BCA-10.30 (Rev. Jan. 1986)                                  JIM EDGAR                         This Space For Use By
                                                        Secretary of State                     Secretary of State
Submit in Duplicate                                     State of Illinois
                                                                                          Date                1/31/90
Remit payment in Check or Money Order,                ARTICLES OF AMENDMENT               License Fee         $
payable to "Secretary of State".                                                          Franchise Tax       $25.00
                                                                                          Filing Fee          $
DO NOT SEND CASH!                                                                         Clerk               /init/


Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.

ARTICLE ONE               The name of the corporation is Ticketmaster 
                          Corporation
                                                                     (note 1)

ARTICLE TWO               The following amendment of the Articles of 
                          Incorporation was adopted on January 30, 1990 in the
                          manner indicated below. ("X") one box only.

                          / /  By a majority of the incorporators, provided no
                               directors were named in the articles of
                               incorporation and no directors have been elected;
                               or by a majority of the board of directors, in
                               accordance with Section 10.10, the corporation
                               having issued no shares as of the time of
                               adoption of this amendment; 
                                                                     (Note 2)

                          / /  By a majority of the board of directors, in
                               accordance with Section 10.15, shares having been
                               issued but shareholder action not being required
                               for the adoption of the amendment;
                                                                     (Note 3)

                          / /  By the shareholders, in accordance with Section
                               10.20, a resolution of the board of directors
                               having been duly adopted and submitted to the
                               shareholders. At a meeting of shareholders, not
                               less than the minimum number of votes required by
                               statute and by the articles of incorporation were
                               voted in favor of the amendment; 
                                                                     (Note 4)

                          / /  By the shareholders, in accordance with Sections
                               10.20 and 7.10, a resolution of the board of
                               directors having been duly adopted and submitted
                               to the shareholders. A consent in writing has
                               been signed by shareholders having not less than
                               the minimum number of votes required by statute
                               and by the articles of incorporation.
                               Shareholders who have not consented in writing
                               have been given notice in accordance with Section
                               7.10; 

                          /x/  By the shareholders, in accordance with Sections
                               10.20 and 7.10, a resolution of the board of
                               directors have been duly adopted and submitted to
                               the shareholders. A consent in writing has been
                               signed by all the shareholders entitled to vote
                               on this amendment.
                                                                     (Note 4)

                               (INSERT AMENDMENT)

(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)

        -----------------------------------------------------------------
                                   (New Name)

                                       86
   87
                                     Page 2

                                   Resolution



See Exhibit A attached hereto.

                                       87
   88
                                     Page 3

ARTICLE THREE               The manner in which any exchange, reclassification
                            or cancellation of issued shares, or a reduction of
                            the number of authorized shares of any class below
                            the number of issued shares of that class, provided
                            for or effected by this amendment, is as follows:
                            (If not applicable, insert "No change")

                                    No Change

ARTICLE FOUR                (a) The manner in which said amendment effects a
                            change in the amount of paid-in capital (Paid-in
                            capital replaces the terms Stated Capital and Paid
                            in Surplus and is equal to the total of these
                            accounts) is as follows: (If not applicable, insert
                            "No change")

                                    No Change

                            (b) The amount of paid-in capital (Paid in Capital
                            replaces the terms Stated Capital and Paid in
                            Surplus and is equal to the total of these accounts)
                            as changed by this amendment is as follows: (If not
                            applicable, insert "No change")

                                    No Change



                                                                                   
                                                              Before Amendment              After Amendment
                            Paid-in Capital                   $______________               $______________
                       (Complete either Item 1 or 2 below)  


(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.



                                                            
Dated  January 30, 1990                                        TICKETMASTER CORPORATION
                                                                         (Exact Name of Corporation)
attested by  /s/Norman J. Gantz                                by /s/Sally G. Burns
    (Signature of Secretary or Assistant Secretary)                     (Signature of Vice President)
         Norman J. Gantz, Secretary                                     Sally Burns
         (Type or Print Name and Title)                                 (Type or Print Name and Title)


(2) If amendment is authorized by incorporators, the incorporators must sign
below.

                                       OR

If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign below.

The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.

Dated _______________________, 19 ___
_____________________________________      _____________________________________
_____________________________________      _____________________________________
_____________________________________      _____________________________________



                                       88
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                                     Page 4

                             NOTES and INSTRUCTIONS

Note 1:    State the true exact corporate name as it appears on the records of
           the office of the Secretary of State, BEFORE any amendments herein
           reported.

Note 2:    Incorporators are permitted to adopt amendments ONLY before any
           shares have been issued and before any directors have been named or
           elected.                                            (Section 10.10)

Note 3:    Directors may adopt amendments without shareholder approval in only
           six instances, as follows:

           (a)  to remove the names and addresses of directors named in the
                articles of incorporation; 
           (b)  to remove the name and address of the initial registered agent
                and registered office, provided a statement pursuant to Section
                5.10 is also filed;
           (c)  to split the issued whole shares and unissued authorized shares
                by multiplying them by a whole number, so long as no class or
                series is adversely affected thereby;
           (d)  to change the corporate name by substituting the word
                "corporation", "incorporated", "company", "limited", or the
                abbreviation "corp.", "inc.", "co.", or "ltd." for a similar
                word or abbreviation in the name, or by adding a geographical
                attribution to the name;
           (e)  to reduce the authorized shares of any class pursuant to a
                cancellation statement filed in accordance with Section 9.05,
           (f)  to restate the articles of incorporation as currently amended.
                                                                 (Section 10.15)

Note 4:    All amendments not adopted under Section 10.10 or Section 10.15
           require (1) that the board of directors adopt a resolution setting
           forth the proposed amendment and (2) that the shareholders approve
           the amendment.

           Shareholder approval may be (1) by vote at a shareholders' meeting
           (either annual or special) or (2) by consent, in writing, without a
           meeting.

           To be adopted, the amendment must receive the affirmative vote or
           consent of the holders of at least 2/3 of the outstanding shares
           entitled to vote on the amendment (but if class voting applies, then
           also at least 2/3 vote within each class is required).

           The articles of incorporation may supersede the 2/3 vote requirement
           by specifying any smaller or larger vote requirement not less than a
           majority of the outstanding shares entitled to vote and not less than
           a majority within each class when class voting applies. 
                                                                 (Section 10.20)

Note 5:    When shareholder approval is by written consent, all shareholders
           must be given notice of the proposed amendment at least 5 days before
           the consent is signed. If the amendment is adopted, shareholders who
           have not signed the consent must be promptly notified of the passage
           of the amendment. 
                                                         (Sections 7.10 & 10.20)

                                       89
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                                    EXHIBIT A

                         TO ARTICLES OF INCORPORATION OF
                            TICKETMASTER CORPORATION

         RESOLVED, that Article Four of the Articles of Incorporation, as
amended, of the corporation be, and the same hereby is, further amended to read
as follows:

                                  ARTICLE FOUR

         Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:



                                                                      Par Value           Number of Shares Authorized
            Class                         Series                      Per Share
                                                                                 
                                                                                                 25,000,000
            Common                                                  no par value                  15,000,000
          Preferred                          I                          $.10                       5,900 000
          Preferred                         II                          $.10                       4,100,000
          Preferred                    Undesignated                     $.10


         Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:

         No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require the affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.

         Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.

         The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:

         (a)      The serial designation and authorized number of shares;

         (b)      The dividend rate, the date or dates on which such dividends
                  will be payable and the extent to which such dividends may be
                  cumulative;

                                       90
   91
         (c)      The amount or amounts to be received by the holders in the
                  event of voluntary or involuntary dissolution or liquidation
                  of the corporation;

         (d)      Whether such shares may be redeemed, and if so, the price or
                  prices at which the shares may be redeemed and any terms,
                  conditions and limitations upon such redemption;

         (e)      Any sinking fund provisions for redemption or purchase of
                  shares of such series;

         (f)      The terms and conditions, if any, on which shares may be
                  converted, at the election of the holders thereof, into shares
                  of other capital stock or of other series of Preferred Stock
                  of the corporation; and

         (g)      The voting rights, if any.

         The Board of Directors may also from time to time:

         (a)      Alter, without limitation or restriction, the rights,
                  preferences, privileges and restrictions granted to or imposed
                  upon any wholly unissued series of Preferred Stock; and

         (b)      Within the limits or restrictions stated in any resolution or
                  resolutions of the Board of Directors originally fixing the
                  number of shares constituting any series, increase or decrease
                  (but not below the number of shares then outstanding) the
                  number of shares of any such series subsequent to the issuance
                  of shares of that series.

         Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulate to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.

         Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.

                                       91
   92
         Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series I Preferred Stock shall have
                  the right to receive, if and when declared by the Board of
                  Directors, a preferential cumulative dividend of $.12 per
                  share per annum and no more. Commencing with the dividend year
                  (as defined below) beginning February 1, 1988 (or such other
                  date as shall be the first day of the corporation's fiscal
                  year ending in 1989), the dividend with respect to Series I
                  Preferred Stock shall increase to $.15 per share. Commencing
                  with the dividend year beginning February 1, 1991 (or such
                  other date as shall be the first day of the corporation's
                  fiscal year ending in 1992), the dividend with respect to
                  Series I Preferred Stock shall increase to $.18 per share.
                  Such dividends shall be payable only to the extent that the
                  corporation has cumulative earnings sufficient therefor.

         (b)      Redemption. The corporation may, at its option, at any time,
                  redeem all or any part of the then outstanding Series I
                  Preferred Stock in an amount per share equal to all unpaid
                  cumulative dividends to the date fixed for redemption plus a
                  redemption amount determined as follows:



                  If the date fixed for redemption is during                       Redemption Amount
                   the 12-month period beginning January 1:
                                                                             
                          1985                                                           $1.10
                          1986                                                           $1.08
                          1987                                                           $1.06
                          1988                                                           $1.04
                          1989                                                           $1.02
                          1990 and thereafter                                            $1.00


                  The aforesaid redemption amount plus the unpaid cumulative
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series I Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior the date fixed for redemption, a
                  notice specifying the time and place thereof shall be given by
                  mail to the holders of record of Series I Preferred Stock to
                  be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United

                                       92
   93
                  States or of the State of Illinois) named in such notice, for
                  payment on the date fixed for redemption to the holders of the
                  shares so to be redeemed, upon surrender (and endorsement if
                  required by the Board of Directors) of the certificates for
                  such shares. Upon such redemption date (unless the corporation
                  shall default in payment or deposit of the redemption price as
                  set forth in such notice), such holders shall cease to be
                  shareholders with respect to such shares and shall have no
                  interest in or claim against the corporation and shall have no
                  voting or other rights with respect to such shares except the
                  right to receive the monies payable upon such redemption from
                  such bank or trust company, or from, the corporation, without
                  interest thereon, upon surrender (and endorsement, if required
                  by the Board of Directors) of the certificates; and the shares
                  represented thereby shall no longer be deemed to be
                  outstanding. In the event the holder of any such shares of the
                  Series I Preferred Stock shall not, within six years after
                  such deposit, claim the amount deposited as above stated for
                  the redemption thereof, the depositary shall, upon demand, pay
                  the corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series I Preferred Stock shall be
                  the fixed amount of $1.00 for such share and no more and the
                  additional sum representing unpaid cumulative dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series I Preferred
                  Stock shall not be entitled to vote on any matter which is
                  required by law or by the Articles of Incorporation or By-Laws
                  of the corporation to be voted upon by the shareholders or
                  upon which the shareholders shall otherwise be entitled to
                  vote, unless otherwise required by the Illinois Business
                  Corporation Act.

         (e)      Seniority. The Series I Preferred Stock shall be senior to all
                  other equity securities of the corporation and shall be
                  entitled to receive in full all dividends and distributions to
                  which such stock shall be entitled prior to the payment of any
                  dividends or distributions upon any other class or series of
                  equity securities and shall be redeemed in full prior to the
                  full or partial redemption of any other class or series of
                  equity securities.

         Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series II Preferred Stock shall have
                  the right to receive, if and when declared by the Board of
                  Directors, a preferential cumulative dividend of $.024 per
                  share per annum and no more. Such dividends shall be payable
                  only to the extent that the corporation has cumulative
                  earnings sufficient therefor.

                                       93
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         (b)      Redemption. The corporation may, at its option, at any time,
                  redeem all or any part of the then outstanding Series II
                  Preferred Stock in an amount per share equal to all unpaid
                  cumulative dividends to the date fixed for redemption plus a
                  redemption amount determined as follows:



                  If the date fixed for redemption
                   is during the 12-month period
                       beginning January 1:                                      Redemption Amount
                                                                           
                          1985                                                         $0.22
                          1986                                                         $0.216
                          1987                                                         $0.212
                          1988                                                         $0.208
                          1989                                                         $0.204
                          1990 and thereafter                                          $0.20


                  The aforesaid redemption amount plus the unpaid cumulative
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series II Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior to the date fixed for redemption,
                  a notice specifying the time and place thereof shall be given
                  by mail to the holders of record of Series II Preferred Stock
                  to be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to be shareholders with respect to such
                  shares and shall have no interest in or claim against the
                  corporation and shall have no voting or other rights with
                  respect to the shares except the right to receive the monies
                  payable upon such redemption from such bank or trust company,
                  or from the corporation, without interest thereon, upon
                  surrender (and endorsement, if required by the Board of
                  Directors) of the certificates; and the shares represented
                  thereby shall no longer be deemed to be outstanding. In the
                  event the holder of any such shares of the Series II Preferred
                  Stock shall not, within six years after such deposit, claim
                  the amount deposited as above stated for the

                                       94
   95
                  redemption thereof, the depositary shall, upon demand, pay the
                  corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series II Preferred Stock shall be
                  the fixed amount of $.20 for such share and no more and the
                  additional sum representing unpaid cumulative dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series II
                  Preferred Stock shall have one (1) vote per share on all
                  matters which are required by law or by the Articles of
                  Incorporation or By-Laws of the corporation to be voted upon
                  by the shareholders, or upon which the shareholders shall
                  otherwise be entitled to vote.

         (e)      Seniority. The Series II Preferred Stock shall be senior to
                  all other equity securities of the corporation (except the
                  Series I Preferred Stock) and shall be entitled to receive in
                  full all dividends and distributions to which such stock shall
                  be entitled prior to the payment of any dividends or
                  distributions upon any other class or series of equity
                  securities (except the Series I Preferred Stock) and shall be
                  redeemed in full prior to the full or partial redemption of
                  any other class or series of equity securities (except the
                  Series I Preferred Stock).

                                       95
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Form BCA-10.30                                ARTICLES OF AMENDMENT                              File # 5335 698.2
                                                                                                     
George H Ryan                                                                                  This space for use by
Secretary of State                                                                              Secretary of State
Department of Business Services                       FILED                  PAID
Springfield, IL  62?56                                                                    Date                  5/8/92
Telephone (217) 782 6961                          MAY 8 - 1992           May 11, 1992     Franchise Tax         $
                                                 GEORGE H. RYAN                           Filing Fee            $25.00
Remit payment by check or money                SECRETARY OF STATE                         Penalty
order payable to Secretary of State                                                       Approved              /init/


1.       CORPORATE NAME    Ticketmaster Corporation

2.       MANNER OF ADOPTION:

         The following amendment of the Articles of incorporation was adopted on
May 4, 1992 in the manner indicated below.

/ /      By majority of the incorporators, provided no directors were named in
         the articles of incorporation and no directors have been elected or by
         a majority of the board of directors, in accordance with Section 10.10,
         the corporation having issued no shares as of the time of adoption of
         this amendment                                              (Note 2)

/ /      By a majority of the board of directors in accordance with Section
         10.15, shares having been issued by shareholder action not being
         required for the adoption of the amendment.                 (Note 3) 

/ /      By the shareholders in accordance with Section 10.20, a resolution of
         the board of directors having been duly adopted and submitted to the
         shareholders. At a meeting of shareholders, not less than the minimum
         number of votes required by statute and by the articles of
         incorporation were voted in favor of the amendment;         (Note 4) 

/x/      By the shareholders in accordance with Sections 10.20 and 7.10, a
         resolution of the board of directors having been duly adopted and
         submitted to the shareholders. A consent in writing has been signed by
         shareholders having not less than the minimum number of votes required
         by statute and by the articles of incorporation. Shareholders who have
         not consented in writing have been given notice in accordance with
         Section 7.10; (Note 4) 

/ /      By the shareholders in accordance with Sections 10.20 and 7.10, a
         resolution of the board of directors having been duly adopted and
         submitted to the shareholders. A consent in writing has been signed by
         all the shareholders entitled to vote on this amendment.

                               (INSERT AMENDMENT)

(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED,
that the Articles of Incorporation be amended to read as follows:)

    -------------------------------------------------------------------------
                                   (NEW NAME)

                                                           Expedited May 7, 1992
                                                              Secretary of State

                                       96
   97
                                   Resolution



                           See Exhibit A attached hereto.

                                       97
   98
3.       The manner in which any exchange, reclassification or cancellation of
         issued shares, or a reduction of the number of authorized shares of any
         class below the number of issued shares of that class, provided for or
         effected by this amendment, is as follows: (If not applicable insert
         "No change")

                                    No Change

4.       (a) The manner in which said amendment effects a change in the amount
         of paid-in capital (Paid-in capital replaces the terms Stated Capital
         and Paid-in Surplus and is equal to the total of these accounts) is as
         follows: (If not applicable insert "No change")

                                    No Change

         (b) The amount of paid-in capital (Paid-in capital replaces the terms
         Stated Capital and Paid-in Surplus and is equal to the total of these
         accounts) as changed by this amendment is as follows: (If not
         applicable insert "No change")

                                    No Change

                                         Before Amendment    After Amendment
                       Paid-in Capital   $______________     $______________

                       (Complete either Item 5 or 6 below)

5.       The undersigned corporation has caused this statement to be signed by
         its duly authorized officers, each of whom affirms, under penalties of
         perjury, that the facts stated herein are true.



                                                            
Dated  May 4, 1992                                             TICKETMASTER CORPORATION
                                                                         (Exact Name of Corporation)
attested by  /s/Norman J. Gantz                                         by /s/Ned Goldstein
    (Signature of Secretary or Assistant Secretary)                     (Signature of Vice President)
         Norman J. Gantz, Secretary                                     Ned Goldstein, Vice President
         (Type or Print Name and Title)                                 (Type or Print Name and Title)


6. If amendment is authorized by the incorporators, the incorporators must sign
below.

                                            OR

         If amendment is authorized by the directors and there are no officers,
         then a majority of the directors of such directors as may be designated
         by the board, must sign below.


Dated _______________________, 19 ___
_____________________________________      _____________________________________
_____________________________________      _____________________________________
_____________________________________      _____________________________________



                                       98
   99
                             NOTES and INSTRUCTIONS

Note 1:    State the true exact corporate name as it appears on the records of
           the office of the Secretary of State, BEFORE any amendments herein
           reported.

Note 2:    Incorporators are permitted to adopt amendments ONLY before any
           shares have been issued and before any directors have been named or
           elected.                                        (Section 10.10)

Note 3:    Directors may adopt amendments without shareholder approval in only
           six instances, as follows:

           (a)  to remove the names and addresses of directors named in the
                articles of incorporation;
           (b)  to remove the name and address of the initial registered agent
                and registered office, provided a statement pursuant to Section
                5.10 is also filed;
           (c)  to split the issued whole shares and unissued authorized shares
                by multiplying them by a whole number, so long as no class or
                series is adversely affected thereby;
           (d)  to change the corporate name by substituting the word
                "corporation", "incorporated", "company", "limited", or the
                abbreviation "corp.", "inc.", "co.", or "ltd." for a similar
                word or abbreviation in the name, or by adding a geographical
                attribution to the name;
           (e)  to reduce the authorized shares of any class pursuant to a
                cancellation statement filed in accordance with Section 9.05,
           (f)  to restate the articles of incorporation as currently amended.
                                                           (Section 10.15)

Note 4:    All amendments not adopted under Section 10.10 or Section 10.15
           require (1) that the board of directors adopt a resolution setting
           forth the proposed amendment and (2) that the shareholders approve
           the amendment.

           Shareholder approval may be (1) by vote at a shareholders' meeting
           (either annual or special) or (2) by consent, in writing, without a
           meeting.

           To be adopted, the amendment must receive the affirmative vote or
           consent of the holders of at least 2/3 of the outstanding shares
           entitled to vote on the amendment (but if class voting applies, then
           also at least 2/3 vote within each class is required).

           The articles of incorporation may supersede the 2/3 vote requirement
           by specifying any smaller or larger vote requirement not less than a
           majority of the outstanding shares entitled to vote and not less than
           a majority within each class when class voting applies. 
                                                           (Section 10.20)

Note 5:    When shareholder approval is by consent, all shareholders must be
           given notice of the proposed amendment at least 5 days before the
           consent is signed. If the amendment is adopted, shareholders who have
           not signed the consent must be promptly notified of the passage of
           the amendment.                             (Sections 7.10 & 10.20)

                                       99
   100
                                    EXHIBIT A
                         TO ARTICLES OF INCORPORATION OF
                            TICKETMASTER CORPORATION

         RESOLVED, that Article Four of the Articles of Incorporation, as
amended, of the Corporation be, and the same hereby is, further amended to read
as follows:

                                  ARTICLE FOUR

         Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:



                                                       Par Value                    Number of
     Class                 Series                      Per Share                Shares Authorized
                                                                       
Common                                               no par value                     25,000,000
Preferred                     I                          $.10                         15,000,000
Preferred                    II                          $.10                          5,900,000
Preferred               Undesignated                     $.10                          4,100,000


         Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:

         No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require the affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.

         Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.

         The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:

         (a)      The serial designation and authorized number of shares;

         (b)      The dividend rate, the date or dates on which such dividends
                  will be payable and the extent to which such dividends may be
                  cumulative;


                                      100
   101
         (c)      The amount or amounts to be received by the holders in the
                  event of voluntary or involuntary dissolution or liquidation
                  of the corporation;

         (d)      Whether such shares may be redeemed, and if so, the price or
                  prices at which the shares may be redeemed and any terms,
                  conditions and limitations upon such redemption;

         (e)      Any sinking fund provisions for redemption or purchase of
                  shares of such series;

         (f)      The terms and conditions, if any, on which shares may be
                  converted, at the election of the holders thereof, into shares
                  of other capital stock or of other series of Preferred Stock
                  of the corporation; and

         (g)      The voting rights, if any.

         The Board of Directors may also from time to time:

         (a)      Alter, without limitation or restriction, the rights,
                  preferences, privileges and restrictions granted to or imposed
                  upon any wholly unissued series of Preferred Stock; and

         (b)      Within the limits or restrictions stated in any resolution or
                  resolutions of the Board of Directors originally fixing the
                  number of shares constituting any series, increase or decrease
                  (but not below the number of shares then outstanding) the
                  number of shares of any such series subsequent to the issuance
                  of shares of that series.

          Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulate to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.

          Each series of Preferred Stock may be subject to redemption in whole
or in part at such price or prices and on such terms, conditions and limitations
as may be determined and fixed by the Board of Directors prior to the issuance
of such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.


                                      101
   102
          Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series I Preferred Stock shall have
                  the right to receive, if and when declared by the Board of
                  Directors, a preferential cumulative dividend of $.12 per
                  share per annum and no more. Commencing with the fiscal year
                  beginning February 1, 1988, the dividend with respect to
                  Series I Preferred Stock shall increase to $.15 per share.
                  Such dividends shall be payable only to the extent that the
                  corporation has cumulative earnings sufficient therefor.

         (b)      Redemption. The corporation may, at its option, at any time,
                  redeem all or any part of the then outstanding Series I
                  Preferred Stock in an amount per share equal to all unpaid
                  cumulative dividends to the date fixed for redemption plus a
                  redemption amount determined as follows:

                  If the date fixed for redemption is during the
                    12-month period beginning January 1:



                                                            Redemption Amount
                                                           
1985                                                              $1.10
1986                                                              $1.08
1987                                                              $1.06
1988                                                              $1.04
1989                                                              $1.02
1990 and thereafter                                               $1.00


                  The aforesaid redemption amount plus the unpaid cumulative
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series I Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior the date fixed for redemption, a
                  notice specifying the time and place thereof shall be given by
                  mail to the holders of record of Series I Preferred Stock to
                  be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to


                                      102
   103
                  be shareholders with respect to such shares and shall have no
                  interest in or claim against the corporation and shall have no
                  voting or other rights with respect to such shares except the
                  right to receive the monies payable upon such redemption from
                  such bank or trust company, or from, the corporation, without
                  interest thereon, upon surrender (and endorsement, if required
                  by the Board of Directors) of the certificates; and the shares
                  represented thereby shall no longer be deemed to be
                  outstanding. In the event the holder of any such shares of the
                  Series I Preferred Stock shall not, within six years after
                  such deposit, claim the amount deposited as above stated for
                  the redemption thereof, the depositary shall, upon demand, pay
                  the corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series I Preferred Stock shall be
                  the fixed amount of $1.00 for such share and no more and the
                  additional sum representing unpaid cumulative dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of series I Preferred
                  Stock shall not be entitled to vote on any matter which is
                  required by law or by the Articles of Incorporation or By-Laws
                  of the corporation to be voted upon by the shareholders or
                  upon which the shareholders shall otherwise be entitled to
                  vote, unless otherwise required by the Illinois Business
                  Corporation Act.

         (e)      Seniority. The Series I Preferred Stock shall be senior to all
                  other equity securities of the corporation and shall be
                  entitled to receive in full all dividends and distributions to
                  which such stock shall be entitled prior to the payment of any
                  dividends or distributions upon any other class or series of
                  equity securities and shall be redeemed in full prior to the
                  full or partial redemption of any other class or series of
                  equity securities.

          Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred stock are as
follows:

         (a)      Dividends. The holders of Series II Preferred Stock shall have
                  the right to receive, if and when declared by the Board of
                  Directors, a preferential cumulative dividend of $.024 per
                  share per annum and no more. Such dividends shall be payable
                  only to the extent that the corporation has cumulative
                  earnings sufficient therefor.

         (b)      Redemption. The corporation may, at its option, at any time,
                  redeem all or any part of the then outstanding Series II
                  Preferred Stock in an amount per share equal to all unpaid
                  cumulative dividends to the date fixed for redemption plus a
                  redemption amount determined as follows:


                                      103
   104


                  If the date fixed for redemption is during the 12-month
                                period beginning January 1:                          Redemption Amount
                                                                                    
                                   1985                                                  $0.22
                                   1986                                                  $0.216
                                   1987                                                  $0.212
                                   1988                                                  $0.208
                                   1989                                                  $0.204
                                   1990 and thereafter                                   $0.20


                  The aforesaid redemption amount plus the unpaid cumulative
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series II Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior to the date fixed for redemption,
                  a notice specifying the time and place thereof shall be given
                  by mail to the holders of record of Series II Preferred Stock
                  to be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to be shareholders with respect to such
                  shares and shall have no interest in or claim against the
                  corporation and shall have no voting or other rights with
                  respect to the shares except the right to receive the monies
                  payable upon such redemption from such bank or trust company,
                  or from the corporation, without interest thereon, upon
                  surrender (and endorsement, if required by the Board of
                  Directors) of the certificates; and the shares represented
                  thereby shall no longer be deemed to be outstanding. In the
                  event the holder of any such shares of the Series II Preferred
                  Stock shall not, within six years after such deposit, claim
                  the amount deposited as above stated for the redemption
                  thereof, the depositary shall, upon demand, pay the
                  corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed


                                      104
   105
                  amount as part of its general funds, free of any claim of
                  those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series II Preferred Stock shall be
                  the fixed amount of $.20 for such share and no more and the
                  additional sum representing unpaid cumulative dividend, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series II
                  Preferred Stock shall have one (1) vote per share on all
                  matters which are required by law or by the Articles of
                  Incorporation or By-Laws of the corporation to be voted upon
                  by the shareholders, or upon which the shareholders shall
                  otherwise be entitled to vote.

         (e)      Seniority. The Series II Preferred Stock shall be senior to
                  all other equity securities of the corporation (except the
                  Series I Preferred Stock) and shall be entitled to receive in
                  full all dividends and distributions to which such stock shall
                  be entitled prior to the payment of any dividends or
                  distributions upon any other class or series of equity
                  securities (except the Series I Preferred Stock) and shall be
                  redeemed in full prior to the full or partial redemption of
                  any other class or series of equity securities (except the
                  Series I Preferred Stock).


                                      105
   106


Form BCA-10.30                                  ARTICLES OF AMENDMENT                            File # 5335 698.2
                                                                                                    
George H Ryan                                                                                  This space for use by
Secretary of State                                                                              Secretary of State
Department of Business Services                         FILED                PAID
Springfield, IL  62?56                                                                    Date                  3/26/93
Telephone (217) 782 6961                             MAR 26 1993         May 11, 1992     Franchise Tax         $
                                                   GEORGE H. RYAN                         Filing Fee            $25.00
Remit payment by check or money                  SECRETARY OF STATE                       Penalty
order payable to Secretary of State                                                       Approved              /init/


1.       CORPORATE NAME    Ticketmaster Corporation

2.       MANNER OF ADOPTION:

         The following amendment of the Articles of incorporation was adopted on
February 1, 1993 in the manner indicated below.

/ /      By majority of the incorporators, provided no directors were named in
         the articles of incorporation and no directors have been elected or by
         a majority of the board of directors, in accordance with Section 10.10,
         the corporation having issued no shares as of the time of adoption of
         this amendment. (Note 2)

/ /      By a majority of the board of directors in accordance with Section
         10.15, shares having been issued by shareholder action not being
         required for the adoption of the amendment. (Note 3)

/ /      By the shareholders in accordance with Section 10.20, a resolution of
         the board of directors having been duly adopted and submitted to the
         shareholders. At a meeting of shareholders, not less than the minimum
         number of votes required by statute and by the articles of
         incorporation were voted in favor of the amendment; (Note 4)

/ /      By the shareholders in accordance with Sections 10.20 and 7.10, a
         resolution of the board of directors having been duly adopted and
         submitted to the shareholders. A consent in writing has been signed by
         shareholders having not less than the minimum number of votes required
         by statute and by the articles of incorporation. Shareholders who have
         not consented in writing have been given notice in accordance with
         Section 7.10; (Note 4)

/X/      By the shareholders in accordance with Sections 10.20 and 7.10, a
         resolution of the board of directors having been duly adopted and
         submitted to the shareholders. A consent in writing has been signed by
         all the shareholders entitled to vote on this amendment.

                               (INSERT AMENDMENT)

(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED,
that the Articles of Incorporation be amended to read as follows:)

    -------------------------------------------------------------------------
                                   (NEW NAME)


                                      106
   107
                                   Resolution

         See Exhibit A attached hereto.


                                      107
   108
3.       The manner in which any exchange, reclassification or cancellation of
         issued shares, or a reduction of the number of authorized shares of any
         class below the number of issued shares of that class, provided for or
         effected by this amendment, is as follows: (If not applicable insert
         "No change")

                           No Change

4.       (a) The manner in which said amendment effects a change in the amount
         of paid-in capital (Paid-in capital replaces the terms Stated Capital
         and Paid-in Surplus and is equal to the total of these accounts) is as
         follows: (If not applicable insert "No change")

                           No Change

         (b) The amount of paid-in capital (Paid-in capital replaces the terms
         Stated Capital and Paid-in Surplus and is equal to the total of these
         accounts) as changed by this amendment is as follows: (If not
         applicable insert "No change")

                           No Change

                                                Before Amendment After Amendment
                             Paid-in Capital   $______________   $______________

                       (Complete either Item 5 or 6 below)

5.       The undersigned corporation has caused this statement to be signed by
         its duly authorized officers, each of whom affirms, under penalties of
         perjury, that the facts stated herein are true.

Dated  March 19, 1993                           TICKETMASTER CORPORATION
                                                 (Exact Name of Corporation)
attested by  /s/Norman J. Gantz                   by /s/Ned Goldstein
                _______________                         _____________
(Signature of Secretary or Assistant Secretary)   (Signature of Vice President)
     Norman J. Gantz, Secretary                   Ned Goldstein, Vice President
     (Type or Print Name and Title)               (Type or Print Name and Title)

6. If amendment is authorized by the incorporators, the incorporators must sign
below.

                                            OR

         If amendment is authorized by the directors and there are no officers,
         then a majority of the directors of such directors as may be designated
         by the board, must sign below.

Dated _______________________, 19 ___


- ------------------------------------       -------------------------------------

- ------------------------------------       -------------------------------------

- ------------------------------------       -------------------------------------


                                      108
   109
                             NOTES and INSTRUCTIONS

Note 1:  State the true exact corporate name as it appears on the records of the
         office of the Secretary of State, BEFORE any amendments herein
         reported.

Note 2:  Incorporators are permitted to adopt amendments ONLY before any shares
         have been issued and before any directors have been named or elected.
         (Section 10.10)

Note 3:  Directors may adopt amendments without shareholder approval in only six
         instances, as follows:

         (a)      to remove the names and addresses of directors named in the
                  articles of incorporation;

         (b)      to remove the name and address of the initial registered agent
                  and registered office, provided a statement pursuant to
                  Section 5.10 is also filed;

         (c)      to split the issued whole shares and unissued authorized
                  shares by multiplying them by a whole number, so long as no
                  class or series is adversely affected thereby;

         (d)      to change the corporate name by substituting the word
                  "corporation", "incorporated", "company", "limited", or the
                  abbreviation "corp.", "inc.", "co.", or "ltd." for a similar
                  word or abbreviation in the name, or by adding a geographical
                  attribution to the name;

         (e)      to reduce the authorized shares of any class pursuant to a
                  cancellation statement filed in accordance with Section 9.05,

         (f)      to restate the articles of incorporation as currently amended.
                  (Section 10.15)

Note 4:  All amendments not adopted under Section 10.10 or Section 10.15 require
         (1) that the board of directors adopt a resolution setting forth the
         proposed amendment and (2) that the shareholders approve the amendment.

         Shareholder approval may be (1) by vote at a shareholders' meeting
         (either annual or special) or (2) by consent, in writing, without a
         meeting.

         To be adopted, the amendment must receive the affirmative vote or
         consent of the holders of at least 2/3 of the outstanding shares
         entitled to vote on the amendment (but if class voting applies, then
         also at least 2/3 vote within each class is required).

         The articles of incorporation may supersede the 2/3 vote requirement by
         specifying any smaller or larger vote requirement not less than a
         majority of the outstanding shares entitles to vote and not less than a
         majority within each class when class voting applies (Section 10.20)

Note 5:  When shareholder approval is by consent, all shareholders must be given
         notice of the proposed amendment at least 5 days before the consent is
         signed. If the amendment is adopted, shareholders who have not signed
         the consent must be promptly notified of the passage of the amendment.
         (Sections 7.10 & 10.20)


                                      109
   110
                                    EXHIBIT A
                         TO ARTICLES OF INCORPORATION OF
                            TICKETMASTER CORPORATION

         RESOLVED, that Article Four of the Articles of Incorporation, as
amended, of the Corporation be, and the same hereby is, further amended to read
as follows:

                                  ARTICLE FOUR

         Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:



                                                                  Par Value                Number of
                 Class                    Series                  Per Share            Shares Authorized
                                                                              
        Common                                                  no par value                  25,000,000
        Preferred                           I                       $.10                      15,000,000
        Preferred                           II                      $.10                       5,900,000
        Preferred                      Undesignated                 $.10                       4,100,000


         Paragraph 2: The preferences, classifications, limitations,
restrictions and the special or relative rights in respect of the shares of each
class are:

          No holder of any class or series of stock of the corporation shall
have any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require the affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.

          Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.

          The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from time to time, before
issuance, the designation, preferences and privileges of the shares of each
series of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:

         (a)      The serial designation and authorized number of shares;

         (b)      The dividend rate, the date or dates on which such dividends
                  will be payable and the extent to which such dividends may be
                  cumulative;


                                      110
   111
         (c)      The amount or amounts to be received by the holders in the
                  event of voluntary or involuntary dissolution or liquidation
                  of the corporation;

         (d)      Whether such shares may be redeemed, and if so, the price or
                  prices at which the shares may be redeemed and any terms,
                  conditions and limitations upon such redemption;

         (e)      Any sinking fund provisions for redemption or purchase of
                  shares of such series;

         (f)      The terms and conditions, if any, on which shares may be
                  converted, at the election of the holders thereof, into shares
                  of other capital stock or of other series of Preferred Stock
                  of the corporation; and

         (g)      The voting rights, if any.

         The Board of Directors may also from time to time:

         (a)      Alter, without limitation or restriction, the rights,
                  preferences, privileges and restrictions granted to or imposed
                  upon any wholly unissued series of Preferred Stock; and

         (b)      Within the limits or restrictions stated in any resolution or
                  resolutions of the Board of Directors originally fixing the
                  number of shares constituting any series, increase or decrease
                  (but not below the number of shares then outstanding) the
                  number of shares of any such series subsequent to the issuance
                  of shares of that series.

         Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulate to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.

         Each series of Preferred Stock may be subject to redemption in whole or
in part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.


                                      111
   112
         Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series I Preferred Stock shall have
                  the right to receive, if and when declared by the Board of
                  Directors, a preferential cumulative dividend of $.12 per
                  share per annum and no more. Commencing with the fiscal year
                  beginning February 1, 1992, the dividend with respect to
                  Series I Preferred Stock shall increase to $.15 per share.
                  Commencing with the fiscal year beginning February 1, 1992,
                  the dividend with respect to Series I Preferred Stock shall
                  decrease to $.12 per share. Such dividends shall be payable
                  only to the extent that the corporation has cumulative
                  earnings sufficient therefor.

         (b)      Redemption. The corporation may, at its option, at any time,
                  redeem all or any part of the then outstanding Series I
                  Preferred Stock in an amount per share equal to all unpaid
                  cumulative dividends to the date fixed for redemption plus a
                  redemption amount determined as follows:



                  If the date fixed for redemption is during
                   the 12-month period beginning January 1:                       Redemption Amount
                                                                                 
                          1985                                                          $1.10
                          1986                                                          $1.08
                          1987                                                          $1.06
                          1988                                                          $1.04
                          1989                                                          $1.02
                          1990 and thereafter                                           $1.00


                  The aforesaid redemption amount plus the unpaid cumulative
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series I Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior the date fixed for redemption, a
                  notice specifying the time and place thereof shall be given by
                  mail to the holders of record of Series I Preferred Stock to
                  be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and


                                      112
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                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to be shareholders with respect to such
                  shares and shall have no interest in or claim against the
                  corporation and shall have no voting or other rights with
                  respect to such shares except the right to receive the monies
                  payable upon such redemption from such bank or trust company,
                  or from, the corporation, without interest thereon, upon
                  surrender and endorsement if required by the Board of
                  Directors) of the certificates; and the shares represented
                  thereby shall no longer be deemed to be outstanding. In the
                  event the holder of any such shares of the Series I Preferred
                  Stock shall not, within six years after such deposit, claim
                  the amount deposited as above stated for the redemption
                  thereof, the depositary shall, upon demand, pay the
                  corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series I Preferred Stock shall be
                  the fixed amount of $1.00 for such share and no more and the
                  additional sum representing unpaid cumulative dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series I Preferred
                  Stock shall not be entitled to vote on any matter which is
                  required by law or by the Articles of Incorporation or By-Laws
                  of the corporation to be voted upon by the shareholders or
                  upon which the shareholders shall otherwise be entitled to
                  vote, unless otherwise required by the Illinois Business
                  corporation Act.

         (e)      Seniority. The Series I Preferred Stock shall be senior to all
                  other equity securities of the corporation and shall be
                  entitled to receive in full all dividends and distributions to
                  which such stock shall be entitled prior to the payment of any
                  dividends or distributions upon any other class or series of
                  equity securities and shall be redeemed in full prior to the
                  full or partial redemption of any other class or series of
                  equity securities.

          Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series II Preferred Stock shall have
                  the right to receive, if and when declared by the Board of
                  Directors, a preferential cumulative dividend of $.024 per
                  share per annum and no more. Such dividends shall be payable
                  only to the extent that the corporation has cumulative
                  earnings sufficient therefor.

         (b)      Redemption. The corporation may, at its option, at any time,
                  redeem all or any part of the then outstanding Series II
                  Preferred Stock in an amount per share equal to all


                                      113
   114
                  unpaid cumulative dividends to the date fixed for redemption
                  plus a redemption amount determined as follows:



  If the date fixed for redemption is during the 12-month
                period beginning January 1:                                     Redemption Amount
                                                                               
         1985                                                                           $0.22
         1986                                                                           $0.216
         1987                                                                           $0.212
         1988                                                                           $0.203
         1989                                                                           $0.204
         1990 and thereafter                                                            $0.20


                  The aforesaid redemption amount plus the unpaid cumulative
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series II Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  Not less than 30 days prior to the date fixed for redemption,
                  a notice specifying the time and place thereof shall be given
                  by mail to the holders of record of Series II Preferred Stock
                  to be redeemed at their respective addresses as the same shall
                  appear on the stock books of the corporation, but no failure
                  to mail such notice or defect therein or in the mailing
                  thereof shall affect the validity of the proceedings for such
                  redemption except as to the holder to whom the corporation has
                  failed to mail such notice or except as to the holder whose
                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to be shareholders with respect to such
                  shares and shall have no interest in or claim against the
                  corporation and shall have no voting or other rights with
                  respect to the shares except the right to receive the monies
                  payable upon such redemption from such bank or trust company,
                  or from the corporation, without interest thereon, upon
                  surrender (and endorsement, if required by the Board of
                  Directors) of the certificates; and the shares represented
                  thereby shall no longer be deemed to be outstanding. In the
                  event the holder of any such shares of the Series II Preferred
                  Stock shall not, within six years after such deposit, claim
                  the amount deposited as above stated for the redemption
                  thereof, the depositary shall, upon demand, pay the
                  corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed


                                      114
   115
                  amount as part of its general funds, free of any claim of
                  those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series II Preferred Stock shall be
                  the fixed amount of $.20 for such share and no more and the
                  additional sum representing unpaid cumulative dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series II
                  Preferred Stock shall have one (1) vote per share on all
                  matters which are required by law or by the Articles of
                  Incorporation or By-Laws of the corporation to be voted upon
                  by the shareholders, or upon which the shareholders shall
                  otherwise be entitled to vote.

         (e)      Seniority. The Series II Preferred Stock shall be senior to
                  all other equity securities of the corporation (except the
                  Series I Preferred Stock) and shall be entitled to receive in
                  full all dividends and distributions to which such stock shall
                  be entitled prior to the payment of any dividends or
                  distributions upon any other class or series of equity
                  securities (except the Series I Preferred Stock) and shall be
                  redeemed in full prior to the full or partial redemption of
                  any other class or series of equity securities (except the
                  Series I Preferred Stock).


                                      115
   116


Form BCA-11.15                                            STATEMENT OF CORRECTION                File # 5335 698-2
(Rev. Jan 1991)
                                                                                                    
George H Ryan                                                                                  This space for use by
Secretary of State                                                                              Secretary of State
Department of Business Services                         FILED                PAID
Springfield, IL  62?56                                                                    Date                  5/1?/93
Telephone (217) 782 6961                             MAY 10 1993         May 12, 1992     Franchise Tax         $
                                                   GEORGE H. RYAN                         Filing Fee            $25.00
Remit payment by check or money                  SECRETARY OF STATE                       Penalty
order payable to Secretary of State                                                       Approved              /init/


1.       CORPORATE NAME:   Ticketmaster Corporation

2.       STATE OR COUNTRY OF INCORPORATION: Illinois

3.       Title of document to be corrected: Articles of Merger

4.       Date erroneous document was filed by Secretary of State: May 6, 1988

5.       Inaccuracy, error or defect: (Briefly identify the error and explain
         how it occurred. Use reverse side or add one or more sheets of this
         size if necessary.)

         It was erroneously stated in the preambles on page 1 of Exhibit A to
         the Articles of Merger that New TMC had 12,438,121 shares of Series I
         Preferred Stock issued and outstanding. In fact 12,438,421 shares of
         Series I Preferred Stock were issued and outstanding.

6.       Corrected portion(s) of the document in corrected form: (if there is
         not sufficient space to cover this point, use reverse side or add one
         or more sheets of this size.)

         Whereas, the total number of shares of New TMC currently issued and
         outstanding is 9,147,509 shares of Common Stock, 12,438,421 shares of
         Series I Preferred Stock, 5,700,875 shares of Series II Preferred Stock
         and 10,000 shares of Series III Preferred Stock.

7.       The undersigned corporation has caused this statement to be signed by
         its duly authorized officers, each of whom affirms, under penalties of
         perjury, that the facts stated herein are true.

Dated  May 6, 1993                              TICKETMASTER CORPORATION
                                                 (Exact Name of Corporation)
attested by  /s/Peter B. Krepper                  by /s/Ned Goldstein
                ___________________________             ______________________
          (Signature of Assistant Secretary)      (Signature of Vice President)
         Peter B. Krepper                         Ned Goldstein, Vice President
         (Type or Print Name and Title)           (Type or Print Name and Title)


                                      116
   117


Form BCA-10.30                                  Articles of amendment                            File # 5335 698.2
(Rev. Jan 1991)
                                                                                                  
                                                
George H Ryan                                                                                  This space for use by
Secretary of State                                                                              Secretary of State
Department of Business Services                         FILED                PAID
Springfield, IL  62?56                                                                    Date                  11/4/93
Telephone (217) 782 6961                             NOV 4 1993           NOV 5, 1993     Franchise Tax         $
                                                   GEORGE H. RYAN                         Filing Fee            $25.00
Remit payment by check or money                  SECRETARY OF STATE                       Penalty
order payable to Secretary of State                                                       Approved              /init/


1.       CORPORATE NAME    Ticketmaster Corporation

2.       MANNER OF ADOPTION:

         The following amendment of the Articles of incorporation was adopted on
October 27, 1993 in the manner indicated below.

/ /      By majority of the incorporators, provided no directors were named in
         the articles of incorporation and no directors have been elected or by
         a majority of the board of directors, in accordance with Section 10.10,
         the corporation having issued no shares as of the time of adoption of
         this amendment (Note 2)

/ /      By a majority of the board of directors in accordance with Section
         10.15, shares having been issued by shareholder action not being
         required for the adoption of the amendment. (Note 3)

/ /      By the shareholders in accordance with Section 10.20, a resolution of
         the board of directors having been duly adopted and submitted to the
         shareholders. At a meeting of shareholders, not less than the minimum
         number of votes required by statute and by the articles of
         incorporation were voted in favor of the amendment; (Note 4)

/X/      By the shareholders in accordance with Sections 10.20 and 7.10, a
         resolution of the board of directors having been duly adopted and
         submitted to the shareholders. A consent in writing has been signed by
         shareholders having not less than the minimum number of votes required
         by statute and by the articles of incorporation. Shareholders who have
         not consented in writing have been given notice in accordance with
         Section 7.10; (Note 4)

/ /      By the shareholders in accordance with Sections 10.20 and 7.10, a
         resolution of the board of directors having been duly adopted and
         submitted to the shareholders. A consent in writing has been signed by
         all the shareholders entitled to vote on this amendment.

                               (INSERT AMENDMENT)

(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED,
that the Articles of Incorporation be amended to read as follows:)

    -------------------------------------------------------------------------
                                   (NEW NAME)

                                                      Expedited November 5, 1993
                                                              Secretary of State


                                      117
   118
                                   Resolution

         See Exhibit A attached hereto for the amendments effected with respect
to the Articles of Incorporation, as previously amended.


                                      118
   119
3.       The manner in which any exchange, reclassification or cancellation of
         issued shares, or a reduction of the number of authorized shares of any
         class below the number of issued shares of that class, provided for or
         effected by this amendment, is as follows: (If not applicable insert
         "No change")

                                    No Change

4.       (a) The manner in which said amendment effects a change in the amount
         of paid-in capital (Paid-in capital replaces the terms Stated Capital
         and Paid-in Surplus and is equal to the total of these accounts) is as
         follows: (If not applicable insert "No change")

                                    No Change

         (b) The amount of paid-in capital (Paid-in capital replaces the terms
         Stated Capital and Paid-in Surplus and is equal to the total of these
         accounts) as changed by this amendment is as follows: (If not
         applicable insert "No change")

                                    No Change

                                                Before Amendment After Amendment
                                 Paid-in Capital $______________ $______________

                       (Complete either Item 5 or 6 below)

5.       The undersigned corporation has caused this statement to be signed by
         its duly authorized officers, each of whom affirms, under penalties of
         perjury, that the facts stated herein are true.

Dated  November 2, 1993                             TICKETMASTER CORPORATION
                                                    (Exact Name of Corporation)
attested by  /s/Norman J. Gantz                     by /s/Ned Goldstein
    (Signature of Secretary or Assistant Secretary)(Signature of Vice President)
         Norman J. Gantz, Secretary                Ned Goldstein, Vice President
         (Type or Print Name and Title)           (Type or Print Name and Title)

6.       If amendment is authorized by the incorporators, the incorporators must
         sign below.

                                            OR

         If amendment is authorized by the directors and there are no officers,
         then a majority of the directors of such directors as may be designated
         by the board, must sign below.


Dated _______________________, 19 ___


- ------------------------------------       -------------------------------------

- ------------------------------------       -------------------------------------

- ------------------------------------       -------------------------------------


                                      119
   120
                             NOTES and INSTRUCTIONS

Note 1:  State the true exact corporate name as it appears on the records of the
         office of the Secretary of State, BEFORE any amendments herein
         reported.

Note 2:  Incorporators are permitted to adopt amendments ONLY before any shares
         have been issued and before any directors have been named or elected.
         (Section 10.10)

Note 3:  Directors may adopt amendments without shareholder approval in only six
         instances, as follows:

         (a)      to remove the names and addresses of directors named in the
                  articles of incorporation;

         (b)      to remove the name and address of the initial registered agent
                  and registered office, provided a statement pursuant to
                  Section 5.10 is also filed;

         (c)      to split the issued whole shares and unissued authorized
                  shares by multiplying them by a whole number, so long as no
                  class or series is adversely affected thereby;

         (d)      to change the corporate name by substituting the word
                  "corporation", "incorporated", "company", "limited", or the
                  abbreviation "corp.", "inc.", "co.", or "ltd." for a similar
                  word or abbreviation in the name, or by adding a geographical
                  attribution to the name;

         (e)      to reduce the authorized shares of any class pursuant to a
                  cancellation statement filed in accordance with Section 9.05,

         (f)      to restate the articles of incorporation as currently amended.
                  (Section 10.15)

Note 4:  All amendments not adopted under Section 10.10 or Section 10.15 require
         (1) that the board of directors adopt a resolution setting forth the
         proposed amendment and (2) that the shareholders approve the amendment.

         Shareholder approval may be (1) by vote at a shareholders' meeting
         (either annual or special) or (2) by consent, in writing, without a
         meeting.

         To be adopted, the amendment must receive the affirmative vote or
         consent of the holders of at least 2/3 of the outstanding shares
         entitled to vote on the amendment (but if class voting applies, then
         also at least 2/3 vote within each class is required).

         The articles of incorporation may supersede the 2/3 vote requirement by
         specifying any smaller or larger vote requirement not less than a
         majority of the outstanding shares entitles to vote and not less than a
         majority within each class when class voting applies (Section 10.20)

Note 5:  When shareholder approval is by consent, all shareholders must be given
         notice of the proposed amendment at least 5 days before the consent is
         signed. If the amendment is adopted, shareholders who have not signed
         the consent must be promptly notified of the passage of the amendment.
         (Sections 7.10 & 10.20)


                                      120
   121
                                    EXHIBIT A

                           TO ARTICLES OF AMENDMENT OF
                            TICKETMASTER CORPORATION

          RESOLVED, that Article Four of the Articles of Incorporation, as
amended, of the corporation be, and the same hereby is, further amended to read,
and Article Eight be, and the same hereby is, added, as follows:

                                  ARTICLE FOUR

          Paragraph 1: The number of shares which the corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:



                                                               Par Value                    Number of
             Class                 Series                      Per Share                Shares Authorized
                                                                               
        Common                                               no par value                     25,000,000
        Preferred                     I                          $.10                         15,000,000
        Preferred                    II                          $.10                          5,900,000
        Preferred               Undesignated                     $.10                          4,100,000


         Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:

         No holder of any class or series of stock of the corporation shall have
any preemptive rights to subscribe for additional shares of stock of the
corporation. No holders of any class or series of voting stock of the
corporation shall be entitled to cumulate their votes for the election of
directors of the corporation. Whenever a vote of shareholders is required by law
or these Articles of Incorporation to approve amendments to the Articles of
Incorporation, or any merger, consolidation or the sale of substantially all of
the assets of the corporation outside of the ordinary course of business, such
approval shall require the affirmative vote of the minimum number of shares
permitted by Illinois law at the date such vote is taken, but in no event less
than a majority of the total outstanding shares entitled to vote and, if
required by law, a majority of the outstanding shares of each class and series
of shares entitled to vote as a separate class in respect thereof.

         Each issued and outstanding share of Common Stock will entitle the
holder thereof to one (1) vote on any matters submitted to a vote or for consent
of shareholders. Except as otherwise set forth in these Articles of
Incorporation, issued and outstanding shares of Preferred Stock will not be
entitled to vote.

         The Board of Directors is authorized to provide from time to time for
the issuance of shares of Preferred Stock and to fix from privileges of the
shares of each Series of Preferred Stock and the restrictions, qualifications
thereof, including, without limiting the generality of the foregoing, the
following:

         (a)      The serial designation and authorized number of shares;


                                      121
   122
         (b)      The dividend rate, the date or dates on which such dividends
                  will be payable and the extent to which such dividends may be
                  cumulative;

         (c)      The amount or amounts to be received by the holders in the
                  event of voluntary or involuntary dissolution or liquidation
                  of the corporation;

         (d)      Whether such shares may be redeemed, and if so, the price or
                  prices at which the shares may be redeemed and any terms,
                  conditions and limitations upon such redemption;

         (e)      Any sinking fund provisions for redemption or purchase of
                  shares of such series;

         (f)      The terms and conditions, if any, on which shares may be
                  converted, at the election of the holders thereof, into shares
                  of other capital stock or of other series of Preferred Stock
                  of the corporation; and

         (g)      The voting rights, if any.

         The Board of Directors may also from time to time:

         (a)      Alter, without limitation or restriction, the rights,
                  preferences, privileges and restrictions granted to or imposed
                  upon any wholly unissued series of Preferred Stock; and

         (b)      Within the limits or restrictions stated in any, resolution or
                  resolutions of the Board of Directors originally fixing the
                  number of shares constituting any series, increase or decrease
                  (but not below the number of shares then outstanding) the
                  number of shares of any such series subsequent to the issuance
                  of shares of that series.

          Each series of Preferred Stock may, in preference to the Common Stock,
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulate to such extent as may be
determined and fixed by the Board of Directors pursuant to the authority herein
conferred upon it.

          Each series of Preferred Stock may be subject to redemption in whole
or in part at such price or prices and on such terms, conditions and limitations
as may be determined and fixed by the Board of Directors prior to the issuance
of such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be selected in such manner as the
Board of Directors shall then determine. Nothing herein contained is to limit
any right of the corporation to purchase or otherwise acquire any shares of any
series of Preferred Stock. Any shares of Preferred Stock redeemed or otherwise
acquired by the corporation will have the status of authorized and unissued
shares, undesignated as to series, and may thereafter, in the discretion of the
Board of Directors and to the extent permitted by law, be sold or reissued from
time to time as part of another series or (unless prohibited by the terms of
such series as fixed by the Board of Directors) of the same series, subject to
the terms and conditions herein set forth.


                                      122
   123
          Series I Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series I Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series I Preferred Stock shall have
                  the right to receive, if and when declared by the Board of
                  Directors, a preferential cumulative dividend of $.12 per
                  share per annum and no more. Commencing with the fiscal year
                  beginning February 1, 1988, the dividend with respect to
                  Series I Preferred Stock shall increase to $.15 per share.
                  Commencing with the fiscal year beginning February 1, 1992,
                  the dividend with respect to Series I Preferred Stock shall
                  decrease to $.12 per share. Such dividends shall be payable
                  only to the extent that the corporation has cumulative
                  earnings sufficient therefor, unless the Board of Directors,
                  in its sole discretion and in accordance with the Illinois
                  Business Corporation Act of 1983, as amended, determines that
                  the corporation is able to pay such dividends from a source
                  other than cumulative earnings and that such payment would be
                  in the best interests of the corporation.

         (b)      Redemption. The corporation may, at its option, at any time,
                  redeem all or any part of the then outstanding Series I
                  Preferred Stock in an amount per share equal to all unpaid
                  cumulative dividends to the date fixed for redemption plus a
                  redemption amount determined as follows:



                  If the date fixed for redemption is during
                   the 12-month period beginning January 1:                       Redemption Amount
                                                                                 
                          1985                                                          $1.10
                          1986                                                          $1.08
                          1987                                                          $1.06
                          1988                                                          $1.04
                          1989                                                          $1.02
                          1990 and thereafter                                           $1.00


                  The aforesaid redemption amount plus the unpaid cumulative
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series I Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  The redemption price may be paid in cash, property (the value
                  of which shall be determined by the Board o Directors) or
                  general obligations of the corporation.

                  Not less than 48 hours prior to the date fixed for redemption
                  (unless waived in writing by all holders of the Series II
                  Preferred Stock), a notice specifying the time and place
                  thereof shall be given orally or by mail, courier or facsimile
                  transmission to the holders of record of Series II Preferred
                  Stock to be redeemed at their respective addresses as the same
                  shall appear on the stock books of the corporation, but no
                  failure to give such notice or defect therein or in the
                  transmission thereof shall affect the validity of the
                  proceedings for such redemption except as to the holder to
                  whom the corporation has failed to give such notice or except
                  as to the holder whose notice


                                      123
   124
                  was defective. Any notice which was given in the manner herein
                  provided shall be conclusively presumed to have been duly
                  given whether or not the holder receives the notice.

                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to be shareholders with respect to such
                  shares and shall have no interest in or claim against the
                  corporation and shall have no voting or other rights with
                  respect to such shares except the right to receive the monies
                  payable upon such redemption from such bank or trust company,
                  or from, the corporation, without interest thereon, upon
                  surrender (and endorsement, if required by the Board of
                  Directors) of the certificates; and the shares represented
                  thereby shall no longer be deemed to be outstanding. In the
                  event the holder of any such shares of the Series I Preferred
                  Stock shall not, within six years after such deposit, claim
                  the amount deposited as above stated for the redemption
                  thereof, the depositary shall, upon demand, pay the
                  corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series I Preferred Stock shall be
                  the fixed amount of $1.00 for such share and no more and the
                  additional sum representing unpaid cumulative dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series I Preferred
                  Stock shall not be entitled to vote on any matter which is
                  required by law or by the Articles of Incorporation or By-Laws
                  of the corporation to be voted upon by the shareholders or
                  upon which the shareholders shall otherwise be entitled to
                  vote, unless otherwise required by the Illinois Business
                  Corporation Act.

         (e)      Seniority. The Series I Preferred Stock shall be senior to all
                  other equity securities of the corporation and, unless waived
                  by the holders of a majority of the issued and outstanding
                  Series I Preferred Stock, (i) shall be entitled to receive in
                  full all dividends and distributions to which such stock shall
                  be entitled prior to the payment of any dividends or
                  distributions upon any other class or series of equity
                  securities and (ii) shall be redeemed in full prior to the
                  full or partial redemption of any other class or series of
                  equity securities.


                                      124
   125
          Series II Preferred Stock. The rights, preferences, privileges and
restrictions granted to or imposed upon the Series II Preferred Stock are as
follows:

         (a)      Dividends. The holders of Series II Preferred Stock shall have
                  the right to receive, if and when declared by the Board of
                  Directors, a preferential cumulative dividend of $.024 per
                  share per annum and no more. Such dividends shall be payable
                  only to the extent that the corporation has cumulative
                  earnings sufficient therefor, unless the Board of Directors,
                  in its sole discretion and in accordance with the Illinois
                  Business Corporation Act of 1983, as amended, determines that
                  the corporation is able to pay such dividends from a source
                  other than cumulative earnings and that such payment would be
                  in the best interests of the corporation.

         (b)      Redemption. The corporation may, at its option, at any time,
                  redeem all or any part of the then outstanding Series II
                  Preferred Stock in an amount per share equal to all unpaid
                  cumulative dividends to the date fixed for redemption plus a
                  redemption amount determined as follows:



                  If the date fixed for redemption is during the 12-month period
                                    beginning January 1:
                                                                                        Redemption Amount
                                                                                       
                          1985                                                                $0.22
                          1986                                                                $0.216
                          1987                                                                $0.212
                          1988                                                                $0.208
                          1989                                                                $0.204
                          1990 and thereafter                                                 $0.20


                  The aforesaid redemption amount plus the unpaid cumulative
                  dividends are referred to herein as the "redemption price". If
                  less than all shares of Series II Preferred Stock are to be
                  redeemed, the shares of such series to be redeemed shall be
                  chosen by lot or pro rata in such manner as the Board of
                  Directors may determine.

                  The redemption price may be paid in cash, property (the value
                  of which shall be determined by the Board of Directors) or
                  obligations of the corporation.

                  Not less than 48 hours prior to the date fixed for redemption
                  (unless waived in writing by all holders of the Series II
                  Preferred Stock), a notice specifying the time and place
                  thereof shall be given orally or by mail, courier or facsimile
                  transmission to the holders of record of Series II Preferred
                  Stock to be redeemed at their respective addresses as the same
                  shall appear on the stock books of the corporation, but no
                  failure to give such notice or defect therein or in the
                  transmission thereof shall affect the validity of the
                  proceedings for such redemption except as to the holder to
                  whom the corporation has failed to give such notice or except
                  as to the holder whose notice was defective. Any notice which
                  was given in the manner herein provided shall be conclusively
                  presumed to have been duly given whether or not the holder
                  receives the notice.


                                      125
   126
                  At any time after notice of redemption has been given in the
                  manner prescribed above, the corporation may deposit the
                  aggregate redemption price in trust with a bank or trust
                  company (in good standing, organized under the laws of the
                  United States or of the State of Illinois) named in such
                  notice, for payment on the date fixed for redemption to the
                  holders of the shares so to be redeemed, upon surrender (and
                  endorsement if required by the Board of Directors) of the
                  certificates for such shares. Upon such redemption date
                  (unless the corporation shall default in payment or deposit of
                  the redemption price as set forth in such notice), such
                  holders shall cease to be shareholders with respect to such
                  shares and shall have no interest in or claim against the
                  corporation and shall have no voting or other rights with
                  respect to the shares except the right to receive the monies
                  payable upon such redemption from such bank or trust company,
                  or from the corporation, without interest thereon, upon
                  surrender (and endorsement, if required by the Board of
                  Directors) of the certificates; and the shares represented
                  thereby shall no longer be deemed to be outstanding. In the
                  event the holder of any such shares of the Series II Preferred
                  Stock shall not, within six years after such deposit, claim
                  the amount deposited as above stated for the redemption
                  thereof, the depositary shall, upon demand, pay the
                  corporation such unclaimed amount so deposited, and the
                  depositary shall thereupon be relieved of all responsibility
                  therefor to such holder. The corporation may retain such
                  unclaimed amount as part of its general funds, free of any
                  claim of those previously entitled thereto.

         (c)      Dissolution. In the event of any liquidation, dissolution or
                  winding up of the affairs of the corporation, either
                  voluntarily or involuntarily, the amount that shall be paid to
                  the holder of each share of Series II Preferred Stock shall be
                  the fixed amount of $.20 for such share and no more and the
                  additional sum representing unpaid cumulative dividends, if
                  any. Neither the merger or consolidation of the corporation,
                  nor the sale, lease or conveyance of all or a part of its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the affairs of the corporation for this purpose.

         (d)      Voting Rights. The holders of the shares of Series II
                  Preferred Stock shall have one (1) vote per share on all
                  matters which are required by law or by the Articles of
                  Incorporation or By-Laws of the corporation to be voted upon
                  by the shareholders, or upon which the shareholders shall
                  otherwise be entitled to vote.

         (e)      Seniority. The Series II Preferred Stock shall be senior to
                  all other equity securities of the corporation (except the
                  Series I Preferred Stock) and, unless waived by the holders of
                  a majority of the issued and outstanding Series II Preferred
                  Stock, (i) shall be entitled to receive in full all dividends
                  and distributions to which such stock shall be entitled prior
                  to the payment of any dividends or distributions upon any
                  other class or series of equity securities (except the Series
                  I Preferred Stock) and (ii) shall be redeemed in full prior to
                  the full or partial redemption of any other class or series of
                  equity securities (except the Series I Preferred Stock).


                                      126
   127
                                  ARTICLE EIGHT

         Paragraph 1: Cumulative Voting. Cumulative voting for the election of
directors of this corporation shall not be permitted.

         Paragraph 2: Voting Majority Requirements. In connection with any
matter which shall require for its adoption the affirmative vote of the holders
of at least two-thirds of the outstanding shares entitled to vote on such matter
or the affirmative vote of the holders of at least two-thirds of the outstanding
shares of each class or series of shares entitled to vote as a class on such
matter, said two-thirds vote requirement is hereby superseded pursuant to the
authority granted by the Illinois Business Corporation Act of 1983 and such
matter shall be authorized by the affirmative vote of the holders of a majority
of the outstanding shares entitled to vote on such matter and, if required by
law, the affirmative vote of holders of a majority of the outstanding shares of
each class or series of shares entitled to vote as a class on such matter.


                                      127
   128


Form BCA-5.10                                STATEMENT OF CHANGE OF REGISTERED    File #   D5335-698-2
NFP-105.10                                    AGENT AND/OR REGISTERED OFFICE
                                                                            
(Rev. Jan. 1991)                                    Filed July 1?, 1992                     SUBMIT IN DUPLICATE
George H. Ryan
Secretary of State                                                                         This space for use by
Department of Business Services                       GEORGE H. RYAN                         Secretary of State
Springfield, IL  62756                              SECRETARY OF STATE
Telephone (217) 782-6961                                                          Date              7-16-92
                                                                                  Filing Fee        $ 5
                                                                                  Approved          /init/


1.       CORPORATE NAME Ticketmaster Corporation

2.       STATE OR COUNTRY OF INCORPORATION: Illinois

3.       Name and address of the registered agent and registered office as they
         appear on the records of the Secretary of State (Before Change):

                                                                                                    
     Registered Agent              Norman                               J.                                        Gantz
                           --------------------------------------------------------------------------------------------
                                 First Name                         Middle Name                               Last Name

     Registered Office               Two                       North LaSalle Street                          Suite 2200
                           --------------------------------------------------------------------------------------------
                                   Number                             Street                                  Suite No.
                                   Chicago                             60602                                       Cook
                           --------------------------------------------------------------------------------------------
                                    City                             Zip Code                                    County



4.   Name and address of the registered agent and registered office as they
     appear on the records of the Secretary of State (After all Changes Herein
     Reported):

                                                                                                   
     Registered Agent            The Prentice-Hall Corporation System, Inc.                                            
                           --------------------------------------------------------------------------------------------
                                 First Name                         Middle Name                               Last Name

     Registered Office               33                        North LaSalle Street                          Suite 2200
                           --------------------------------------------------------------------------------------------
                                   Number                             Street                                  Suite No.
                                   Chicago                             60602                                       Cook
                           --------------------------------------------------------------------------------------------
                                    City                             Zip Code                                    County



5.       The address of the registered office and the address of the business
         office of the registered agent as changed, will be identical

6.       The above change was authorized by: ("X" one box only)

         a. /X/ By resolution duly adopted by the board of Directors. (Note 5)

         b. / / By action of the registered agent. (Note 6)

NOTE: When the registered agent changes, the signatures of both President and
Secretary are required


                                      128
   129
7.       (If authorized by the board of directors, sign here. See note 5)


Dated  June 8, 1992                                TICKETMASTER CORPORATION
                                                   (Exact Name of Corporation)
attested by  /s/Norman J. Gantz                    by /s/Ned Goldstein
             ______________________                   ____________________
  (Signature of Secretary or Assistant Secretary)  (Signature of Vice President)
       Norman J. Gantz, Secretary                  Ned Goldstein, Vice President
       (Type or Print Name and Title)             (Type or Print Name and Title)

(If change of registered office by registered agent, sign here. See Note 6) The
undersigned, under penalties of perjury, affirms that the facts stated herein
are true.

Dated _________________________ 19,____     ___________________________________
                                       (Signature of Registered Agent of Record)


                                      129
   130
                                      NOTES

1.       The registered office may, but need not be the same as the principal
         office of the corporation. However, the registered office and the
         office address of the registered agent must be the same.

2.       The registered office must include a street or road address, a post
         office box number alone is not acceptable.

3.       A corporation cannot act as its own registered agent.

4.       If the registered office is changed from one county to another, then
         the corporation must file with the records of deeds of the new county a
         certified copy of the articles of incorporation and a certified copy of
         the statement of change of registered office. Such certified copies may
         be obtained ONLY from the Secretary of State.

5.       Any change of registered agent must be by resolution adopted by the
         board of directors. This statement must then be signed by the President
         (or vice-president) and by the Secretary (or an assistant secretary).

6.       The registered agent may report a change of the registered office of
         the corporation for which he or she is the registered agent. When the
         agent reports such a change, this statement must be signed by the
         registered agent.


                                      130

EX-3.123

   1
                                                                   Exhibit 3.123


                                     BY-LAWS
                                       OF
                            TICKETMASTER CORPORATION

                                    ARTICLE I

                                     OFFICES

The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.

                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders shall
be held on the fourth (4th) Thursday of April of each year commencing 1985 for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting shall be
a legal holiday, such meeting shall be held on the next succeeding business day.

         SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called either by the chairman of the board, the president, the board of
directors or by the holders of not less than one-fifth of all the outstanding
shares of the corporation, for the purpose or purposes stated in the call of the
meeting.

         SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, as the place of meeting for any annual meeting or for any special meeting
called by the board of directors. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be at 208 South LaSalle
Street, Chicago, Illinois.

         SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date,
and hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than forty days before the date of the meeting, or in the case of a
merger or consolidation not less than twenty nor more than forty days before the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, president, or the secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
records of the corporation, with postage thereon prepaid. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken.

         SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment 
   2
thereof, or to express consent to corporate action in writing without a meeting,
or to receive payment of any dividend, or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of shares or for the purpose of any other lawful action, the board of
directors of the corporation may fix in advance a record date which shall not be
more than sixty days and, for a meeting of shareholders, not less than ten days,
or in the case of a merger or consolidation not less than twenty days, before
the date of such meeting. If no record date is fixed, the record date for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the date on which notice of the meeting is mailed, and the
record date for the determination of shareholders for any other purpose shall be
the date on which the board of directors adopts the resolution relating thereto.
A determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting.

         SECTION 6. VOTING LISTS. The officer or agent having charge of the
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, showing the
address of and the number of shares registered in the name of the shareholder,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be open to inspection
by any shareholder for any purpose germane to the meeting, at any time during
usual business hours. Such list shall also be produced and kept open at the time
and place of the meeting and may be inspected by any shareholder during the
whole time of the meeting. The original share ledger of transfer book, or a
duplicate thereof kept in this State, shall be prima facie evidence as to who
are the shareholders entitled to examine such list or share ledger or transfer
book or to vote at any meeting or shareholders.

         SECTION 7. QUORUM. The holders of a majority of the outstanding shares
of the corporation, present in person or represented by proxy, shall constitute
a quorum at any meeting of shareholders; provided that if less than a majority
of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting at any time without further
notice. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by Illinois law,
the articles of incorporation or these by-laws. At any adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the original meeting. Withdrawal of shareholders from any
meeting shall not cause failure of a duly constituted quorum at that meeting.

         SECTION 8. PROXIES. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

         SECTION 9. VOTING OF SHARES. Each outstanding share of the corporation
shall, with respect to each matter submitted to vote at a meeting of
shareholders, be entitled to such voting rights as are permitted or required by
the articles of incorporation and Illinois law.

                                       2
   3
         SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

         Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his administrator, executor, court appointed
guardian, or conservator, either in person or by proxy without a transfer of
such shares into the name of such administrator, executor, court appointed
guardian, or conservator. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their share, for a period not to exceed ten years, by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose of
the agreement. Any such trust agreement shall not become effective until a
counterpart of the agreement is deposited with the corporation at its registered
office. The counterpart of the voting trust agreement so deposited with the
corporation shall be subject to the same right of examination by a shareholder
of the corporation, in person or by agent or attorney, as are the books and
records of the corporation, and shall be subject to examination by any holder of
a beneficial interest in the voting trust, either in person or by agent or
attorney, at any reasonable time for any proper purpose.

         Shares of its own stock belonging to this corporation shall not be
voted, direct or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares at any given time.

         SECTION 11. CUMULATIVE VOTING. There shall be no cumulative voting.

         SECTION 12. INSPECTORS. At any meeting of shareholders, the presiding
officer may, or upon the request of any shareholder shall appoint one or more
persons as inspectors for such meeting.

         Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and 


                                       3
   4
report the results; and do such other acts as are proper to conduct the election
and voting with impartiality and fairness to all the shareholders.

         Each report of an inspector shall be in writing and signed by him or by
a majority of them if there be more than one inspector acting at such meeting.
If there is more than one inspector, the report of a majority shall be the
report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

         SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof or,
after July 1, 1984, by the minimum number of shareholders entitled to vote with
respect to the subject matter thereof, provided, in the case of less than
unanimous consent, that five (5) days prior notice of the proposed action is
given in writing to all shareholders entitled to vote with respect thereto and
prompt notice of the taking of an action without a meeting is given to all
non-consenting shareholders. The written consent of each shareholder shall
constitute a waiver of notice of such action taken without a meeting of the
shareholders.

         SECTION 14. VOTING BY BALLOT. Voting on any question or in any election
may be by voice unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. GENERAL POWERS. The business of the corporation shall be
managed by its board of directors.

         SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be five. Each director shall hold office until the next
annual meeting of shareholders or until his successor shall have been elected
and qualified. Directors need not be residents of Illinois or shareholders of
the corporation. The number of directors may be increased or decreased from time
to time by the amendment of this section; but no decrease shall have the effect
of shortening the term of any incumbent director.

         SECTION 3. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this by-law, immediately after
the annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.

         SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the chairman of the board, the president
or any two directors. The 


                                       4
   5
person or persons authorized to call special meetings of the board of directors
may fix any place as the place for holding any special meeting of the board of
directors called by them.

         SECTION 5. NOTICE. Notice of any special meeting shall be given at
least two days previous thereto by written notice to each director at his
business address. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegram company. The attendance of a director
at any meeting shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

         SECTION 6. QUORUM. A majority of the number of directors fixed by these
by-laws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting at any time without further notice.

         SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
by-laws, or the articles of incorporation.

         SECTION 8. VACANCIES. Any vacancy occurring in the board of directors
and any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose or by the directors remaining in
office, to the extent permitted by the articles of incorporation and Illinois
law.

         SECTION 9. ACTION WITHOUT A MEETING. Unless specifically prohibited by
the articles of incorporation or by-laws, any action required to be taken at a
meeting of the board of directors, or any other which may be taken at a meeting
of the board of directors, or of any committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all the directors entitled to vote with respect to the subject matter
thereof, or by all the members of such committee, as the case may be. Any such
consent signed by all the directors or all the members of the committee shall
have the same effect as a unanimous vote, and may be stated as such in any
document filed with the Secretary of State or with anyone else. The written
consent of each director shall constitute a waiver of notice of such action
taken without a meeting of the board of directors.

         SECTION 10. COMPENSATION. The board of directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers, or otherwise. By resolution of the board of directors the directors
may be paid their expenses, if any, of attendance at each meeting of the board.
No such 


                                       5
   6
payment previously mentioned in this section shall preclude any director from
serving the corporation in any capacity and receiving compensation therefor.

         SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such actions with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

         SECTION 12. EXECUTIVE COMMITTEE. The board of directors, by resolution
adopted by a majority of the number of directors fixed by the by-laws or
otherwise, may designate two or more directors to constitute an executive
committee, which committee, to the extent provided in such resolution, shall
have and exercise all of the authority of the board of directors in the
management of the corporation, except as otherwise required by law. Vacancies in
the membership of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors The executive committee
shall keep regular minutes of its proceedings and report the same to the board
when required.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. NUMBER. The officers of the corporation shall be a chairman
of the board, a president, one or more vice-presidents (the number thereof to be
determined by the board of directors), a treasurer, a secretary, and such
assistant treasurers, assistant secretaries or other officers as may be elected
by the board of directors. Any two or more offices may be held by the same
person, except the offices of president and secretary; provided, however, that
in cases where all of the shares are owned by one shareholder, the offices of
president and secretary may be held by the same person.

         SECTION 2. ELECTION AND TERM OF OFFICE. The offices of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices created and filled at any meeting of the board of directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided. Election of an officer shall
not of itself create contract rights.

         SECTION 3. REMOVAL. Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

                                       6
   7
         SECTION 4. CHAIRMAN OF THE BOARD. The chairman of the board shall be
the chief executive officer of the corporation and shall be responsible for
formulating general policies and programs for the corporation for submission to
the board of directors, and for carrying out the programs and policies approved
by the board of directors. The chairman of the board shall preside at all
meetings of the shareholders and of the board of directors at which he shall be
present and he shall be, ex officio, a member of all standing committees. He
shall supervise the activities of the president, and, in the absence or
disability of the president, or in the event that for any reason it is
impracticable for the president to act personally, he shall have the powers and
duties of the president. The chairman shall have the power to sign and execute
in the name of the corporation all bonds, deeds, mortgages, leases and other
contracts end instruments, except in any case where the signing and execution
thereof has been delegated to some other officer or agent of the corporation.
The chairman of the board shall also have such other powers and duties as shall
be assigned to him by the board of directors.

         SECTION 5. PRESIDENT. The president shall be the chief administrative
officer of the corporation and shall have the general supervision over the
business and operations of the corporation. He shall have the power to sign and
execute in the name of the corporation all bonds, deeds, mortgages, leases and
other contracts and instruments. In the absence or disability of the chairman of
the board, or in the event that for any reason it is impracticable for the
chairman to act personally, the president shall have the powers and duties of
the chairman, including the responsibility to preside at all meetings of
shareholders and of the board of directors in the absence of the chairman of the
board. In the performance of all of the duties hereunder, the president shall be
subject to the supervision of, and shall report to, the chairman of the board.
The president shall also have such other powers and duties as shall be assigned
to him by the chairman of the board or the board of directors.

         SECTION 6. THE VICE-PRESIDENTS. The vice-president (or in the event
there be more than one vice-president, each of the vice-presidents) shall assist
the president in the discharge of his duties as the president may direct and
shall perform such other duties as from time to time may be assigned to him by
the president or by the board of directors. In the absence of the president or
in the event of his inability or refusal to act, and if the chairman of the
board shall also be unable or refuse to act, the vice-president (or in the event
there be more than one vice-president, the vice presidents in the order
designated by the board of directors, or by the president if the board of
directors has not made such a designation, or in the absence of any designation,
then in the order of seniority of tenure as vice-president) shall perform the
duties of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. Except in those instances in
which the authority to execute is expressly delegated to another officer or
agent of the corporation or a different mode of execution is expressly
prescribed by the board of directors or these by-laws, the vice-president (or
each of them if there are more than one) may execute for the corporation
certificates for its shares and any contracts, deeds, mortgages, bonds or other
instruments which the board of directors has authorized to be executed, and he
may accomplish such execution either under or without the seal of the
corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the board of directors,
according to the requirements of the form of the instrument.

                                       7
   8
         SECTION 7. THE TREASURER. The treasurer shall be the principal
accounting and financial officer of the corporation. He shall: (a) have charge
of and be responsible for the maintenance of adequate books of account for the
corporation; (b) have charge and custody of all funds and securities of the
corporation, and be responsible therefor and for the receipt and disbursement
thereof; and (c) perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the president
or by the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the board of directors may determine.

         SECTION 8. THE SECRETARY. The secretary shall: (a) record the minutes
of the shareholders' and of the board of directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation; (d) keep
a register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) sign with the president, or
a vice-president, or any other officer thereunto authorized by the board of
directors, certificates for shares of the corporation, the issue of which shall
have been authorized by the board of directors, and any contracts, deeds,
mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these bylaws; (f) have general charge of the stock
transfer books of the corporation; (g) perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by the president or by the board of directors.

         SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or by
the president or the board of directors. The assistant secretaries may sign with
the president, or a vice-president, or any other officer thereunto authorized by
the board of directors, certificates for shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the Board of Directors, and may accomplish such execution either under or
without the seal of the corporation and either individually or with the
secretary, any assistant secretary, or any other officer thereunto authorized by
the board of directors, according to the requirements of the form of the
instrument.

         SECTION 10. SALARIES. The salaries of the officers shall be fixed from
time to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

                                       8
   9
                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         SECTION 1. CONTRACTS. The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

         SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.

         SECTION 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the board of directors
may select.

                                   ARTICLE VI

                           CERTIFICATES FOR SHARES AND
                                 THEIR TRANSFER

         SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the corporation shall be signed by the president or a vice-president or by such
officer as shall be designated by resolution of the board of directors and by
the secretary or an assistant secretary, and shall be sealed with the seal or a
facsimile of the seal of the corporation. If both of the signatures of the
officers be by facsimile, the certificate shall be manually signed by or on
behalf of a duly authorized transfer agent or clerk. Each certificate
representing shares shall be consecutively numbered or otherwise identified, and
shall also state the name of the person to whom issued, the number and class of
shares (with designation of series, if any), the date of issue, that the
corporation is organized under Illinois law, and the par value or a statement
that the shares are without par value. If the corporation is authorized and does
issue shares of more than one class or of series within a class, the certificate
shall also contain such information or statement as may be required by law.

         The name and address of each shareholder, the number and class of
shares held and the date on which the certificates for the shares were issued
shall be entered on the books of the corporation. The person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.

                                       9
   10
         SECTION 2. LOST CERTIFICATES. If a certificate representing shares has
allegedly been lost or destroyed, the board of directors may in its discretion,
except as may be required by law, direct that a new certificate be issued upon
such indemnification and other reasonable requirements as it may impose.

         SECTION 3. TRANSFERS OF SHARES. Transfers of shares of the corporation
shall be recorded on the books of the corporation and, except in the case of a
lost or destroyed certificate, on surrender for cancellation of the certificate
for such shares. A certificate presented for transfer must be duly endorsed and
accompanied by proper guaranty of signature and other appropriate assurances
that the endorsement is effective.



                                   ARTICLE VII
                                   FISCAL YEAR

         The fiscal year of the corporation shall be fixed by resolution of the
board of directors.



                                  ARTICLE VIII
                                    DIVIDENDS

         The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its articles of incorporation.



                                   ARTICLE IX
                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Illinois." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced. The seal of the corporation need not be affixed to any document or
instrument, and the absence thereof shall not limit or impair the validity or
enforceability of any such document or instrument, or be deemed in any way
evidence of invalidity or unenforceability or lack of authority by the
subscribing officers or agents of the corporation.

                                       10
   11
                                    ARTICLE X
                                WAIVER OF NOTICE

         Whenever any notice is required to be given under the provisions of
these bylaws or under the provisions of the articles of incorporation or under
the provisions of The Business Corporation Act of the State of Illinois, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated herein, shall be deemed
equivalent to the giving of such notice.

                                   ARTICLE XI

                           INDEMNIFICATION OF OFFICERS
                         DIRECTORS, EMPLOYEES AND AGENTS

         SECTION 1. The corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys, fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment or settlement, conviction or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the corporation, and
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

         SECTION 2. The corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that
despite the adjudication of liability but in view of all the circumstances of
the 


                                       11
   12
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

         SECTION 3. To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in sections I and 2, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         SECTION 4. Any indemnification under sections I and 2 (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in sections 1 and 2. Such determination
shall be made (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by the shareholders.

         SECTION 5. The indemnification provided by this article shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any contract, agreement, vote of shareholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         SECTION 6. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this article.

                                   ARTICLE XII

                                   AMENDMENTS

         The power to make, alter, amend, or repeal the by-laws of the
corporation shall be vested in the board of directors, unless reserved to the
shareholders by the articles of incorporation. The by-laws may contain any
provisions for the regulation and management of the affairs of the corporation
not inconsistent with law or the articles of incorporation.

                                       12
   13
                            AMENDMENTS TO THE BY-LAWS
                          OF TICKETMASTER CORPORATION,
                      AS ADOPTED BY THE BOARD OF DIRECTORS
                                ON AUGUST 2, 1985

         "SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be six. Each director shall hold office until the next
annual meeting of shareholders or until his successor shall have been elected
and qualified. The directors need not be residents of Illinois or shareholders
of the corporation. The number of directors may be increased or decreased from
time to time by the amendment of this section; but no decrease shall have the
effect of shortening the term of any incumbent director."

         "SECTION 5. OFFICE OF THE PRESIDENT. The office of the president shall
consist of not more than two persons, each of whom shall have all of the powers
of the president hereinafter stated. The holders of the office of the president,
if more than one, need not act jointly. The president shall be the chief
administrative officer of the corporation and shall have the general supervision
over the business and operations of the corporation. He shall have the power to
sign and execute in the name of the corporation all bonds, deeds, mortgages,
leases and other contracts and instruments. In the absence or disability of the
chairman of the board, or in the event that for any reason it is impracticable
for the chairman to act personally, the president shall have the powers and
duties of the chairman, including the responsibility to preside at all meetings
of shareholders and of the board of directors in the absence of the chairman of
the board. In the performance of all of his duties hereunder, the president
shall be subject to the supervision of, and shall report to, the chairman of the
board. The president shall also have such other powers and duties as shall be
assigned to him by the chairman of the board or the board of directors."
   14
                            UNANIMOUS WRITTEN CONSENT
                               OF THE DIRECTORS OF
                            TICKETMASTER CORPORATION,
                  AN ILLINOIS CORPORATION EXECUTED PURSUANT TO
              SECTION 8.45 OF THE ILLINOIS BUSINESS CORPORATION ACT

The undersigned, being all of the directors of Ticketmaster Corporation, an
Illinois corporation (the "Corporation"), do hereby vote for, consent to,
authorize and adopt the following resolutions, with the same force and effect as
if the undersigned had been personally present at a meeting of the directors of
the Corporation and had voted for the same:

                  RESOLVED, that Section 2 of Article III of the By-Laws of the
         Corporation be, and it hereby is, deleted in its entirety, and the
         following substituted in its place and stead:

                  "SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of
                  directors of the corporation shall be six. Each director shall
                  hold office until the next annual meeting of shareholders or
                  until his successor shall have been elected and qualified. The
                  directors need not be residents of Illinois or shareholders of
                  the corporation. The number of directors may be increased or
                  decreased from time to time by the amendment of this section;
                  but no decrease shall have the effect of shortening the term
                  of any incumbent director."

                  FURTHER RESOLVED, that Kenneth R. Posner and Dennis P.
         Williams be, and they hereby are, elected directors of the Corporation
         to fill the vacancies created by the increase in the size of the Board
         and the resignation as a director of Mark Mamolen, each to hold office
         until the next annual meeting of shareholders or until his successor
         has been duly elected and has qualified; and

                  FURTHER RESOLVED, that Section 5 of Article IV of the By-Laws
         of the Corporation be, and it hereby is, deleted in its entirety, and
         the following substituted in its place and stead:

                  "SECTION 5. OFFICE OF THE PRESIDENT. The office of the
                  president shall consist of not more than two persons, each of
                  whom shall have all of the powers of the president hereinafter
                  stated. The holders of the office of the president, if more
                  than one, need not act jointly. The president shall be the
                  chief administrative officer of the corporation and shall have
                  the general supervision over the business and operations of
                  the corporation. He shall have the power to sign and execute
                  in the name of the corporation all bonds, deeds, mortgages,
                  leases and other contracts and instruments. In 
   15
                  the absence or disability of the chairman of the board, or in
                  the event that for any reason it is impracticable for the
                  chairman to act personally, the president shall have the
                  powers and duties of the chairman, including the
                  responsibility to preside at all meetings of shareholders and
                  of the board of directors in the absence of the chairman of
                  the board. In the performance of all of his duties hereunder,
                  the president shall be subject to the supervision of, and
                  shall report to, the chairman of the board. The president
                  shall also have such other powers and duties as shall be
                  assigned to him by the chairman of the board or the board of
                  directors."

                  FURTHER RESOLVED, that the following persons be, and they
         hereby are, appointed officers of the Corporation, each to hold office
         until the next annual meeting of the Board of Directors of the
         Corporation, or until his successor has been duly elected or appointed
         and has qualified:

Chairman of the Board             - Fredric D. Rosen
Office of the President           - Robert A. Leonard
                                  - Dennis P. Williams
Treasurer                         - David L. Pollans
Secretary                         - Norman J. Gantz
Assistant Secretary               - Joseph Bollero
Assistant Secretary               - David L. Pollans

                  FURTHER RESOLVED, that this Written Consent may be executed in
         counterparts, and that this Written Consent be inserted in the minute
         book of the Corporation.

Dated: August 2, 1985

                                      /s/ Burton W. Kanter
                                      ____________________________________
                                         Burton W. Kanter
                                     
                                      /s/ Robert A. Leonard
                                      ____________________________________
                                        Robert A. Leonard

                                      /s/ Fredric D. Rosen
                                      ____________________________________
                                         Fredric D. Rosen

                                      /s/ Richard L. Schulze
                                      ____________________________________
                                        Richard L. Schulze

                                       2
   16
                            UNANIMOUS WRITTEN CONSENT
                          OF THE BOARD OF DIRECTORS OF
                            TICKETMASTER CORPORATION
                        EXECUTED PURSUANT TO SECTION 8.45
                    OF THE ILLINOIS BUSINESS CORPORATION ACT

         The undersigned, being all of the directors of TICKETMASTER
CORPORATION, an Illinois corporation (the "Corporation"), in lieu of a special
meeting of the Board of Directors do hereby unanimously consent to the adoption
of the following resolutions, and direct the Secretary of the Corporation to
file this Written Consent with the minutes of the proceedings of the Board of
Directors of this Corporation:

                  WHEREAS, the Board of Directors deems it to be in the best
         interests of the Corporation to amend the Bylaws of the Corporation.

                  NOW, THEREFORE, BE IT RESOLVED, that Article III, Section 2,
         of the Bylaws of the Corporation be amended in its entirety and which
         is to read as follows:

                           "Section 2. NUMBER, TENURE AND QUALIFICATIONS. The
                  number of directors shall be three. Each director shall hold
                  office until the next annual meeting of shareholders or until
                  his successor shall have been elected and qualified. Directors
                  need not be residents of Illinois or shareholders of the
                  corporation. The number of directors may be increased or
                  decreased from time to time by the amendment of this section;
                  but no decrease shall have the effect of shortening the term
                  of any incumbent director-"

                  FURTHER RESOLVED, that this Written Consent may be executed in
         several counterparts, all of which shall be taken to be one and the
         same instrument, and the
   17
                  Written Consent of all the undersigned shall be inserted in
the minute book of the corporation.

Dated as of May 31, 1989.

                                        /s/ Fredric D. Rosen
                                      ____________________________________
                                        Fredric D. Rosen

                                        /s/ Richard L. Schulze
                                      ____________________________________
                                        Richard L. Schulze

                                        /s/ Robert A. Leonard
                                      ____________________________________
                                        Robert A. Leonard
          
                                      BEING ALL OF THE DIRECTORS OF
                                      THE CORPORATION

                                       2

EX-4.1

   1
                                                                     EXHIBIT 4.1


                               USA NETWORKS, INC.
                                    USANi LLC

                                     Issuers

                         THE GUARANTORS PARTIES HERETO,

                                       AND

                      THE CHASE MANHATTAN BANK, as TRUSTEE

                          6 3/4 % Senior Notes Due 2005

                                    INDENTURE

                         Dated as of November 23, 1998

   2

                              CROSS-REFERENCE TABLE

    Certain Sections of this Indenture relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:

TIA                                                               Indenture
Section                                                            Section 

310(a)(1)                ..........................................       7.10
   (a)(2)                ..........................................       7.10
   (a)(3)                ..........................................       N.A.
   (a)(4)                ..........................................       N.A.
   (b)                   ..........................................    7.8; 7.10
   (c)                   ..........................................       N.A.
311(a)                   ..........................................       7.11
   (b)                   ..........................................       7.11
   (c)                   ..........................................       N.A.
312(a)                   ..........................................       2.5
   (b)                   ..........................................       10.3
   (c)                   ..........................................       10.3
313(a)                   ..........................................       7.6
   (b)(1)                ..........................................       N.A.
   (b)(2)                ..........................................       7.6
   (c)                   ..........................................       7.6
   (d)                   ..........................................       7.6
314(a)                   ..........................................    4.8
                                                                   4.4; 10.2
   (b)                   ..........................................       N.A.
   (c)(1)                ..........................................       10.4
   (c)(2)                ..........................................       10.4
   (c)(3)                ..........................................       N.A.
   (d)                   ..........................................       N.A.
   (e)                   ..........................................       10.5
   (f)                   ..........................................       4.8
315(a)                   ..........................................       7.1
   (b)                   ..........................................       7.5
   (c)                   ..........................................       7.1
   (d)                   ..........................................       7.1
   (e)                   ..........................................       6.11
316(a)(last sentence)    ..........................................      10.6
   (a)(1)(A)             ..........................................       6.5
   (a)(1)(B)             ..........................................       6.4
   (a)(2)                ..........................................       N.A.
   (b)                   ..........................................       6.7
317(a)(1)                ..........................................       6.8
   (a)(2)                ..........................................       6.9
   (b)                   ..........................................       2.4

   3

318(a)                   ..........................................       10.1

                         N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
      part of this Indenture.

   4

                                TABLE OF CONTENTS


                                    ARTICLE I

              Definitions and Incorporation by Reference.......................1
SECTION 1.1.  Definitions......................................................1
SECTION 1.2.  Other Definitions................................................6
SECTION 1.3.  Incorporation by Reference of Trust Indenture Act................7
SECTION 1.4.  Rules of Construction............................................7
SECTION 1.5.  One Class of Securities..........................................7

                                           ARTICLE II

              The Securities...................................................8
SECTION 2.1.  Form and Dating..................................................8
SECTION 2.2.  Execution and Authentication....................................13
SECTION 2.3.  Registrar and Paying Agent......................................15
SECTION 2.4.  Paying Agent To Hold Money in Trust.............................15
SECTION 2.5.  Securityholder Lists............................................15
SECTION 2.6.  Transfer and Exchange...........................................16
SECTION 2.7.  Form of Certificate to be Delivered in Connection with
              Transfers to Institutional Accredited Investors.................19
SECTION 2.8.  Form of Certificate to be Delivered in Connection with
              Transfers Pursuant to Regulation S..............................19
SECTION 2.9.  Business Days...................................................19
SECTION 2.10.  Replacement Securities.........................................19
SECTION 2.11.  Outstanding Securities.........................................19
SECTION 2.12.  Temporary Securities...........................................20
SECTION 2.13.  Cancellation...................................................20
SECTION 2.14.  Defaulted Interest.............................................20
SECTION 2.15.  CUSIP Numbers..................................................20

                                           ARTICLE III

              Redemption......................................................21
SECTION 3.1.  Notices to Trustee..............................................21
SECTION 3.2.  Selection of Securities to be Redeemed..........................21
SECTION 3.3.  Notice of Redemption............................................21
SECTION 3.4.  Effect of Notice of Redemption..................................22
SECTION 3.5.  Deposit of Redemption Price.....................................22
SECTION 3.6.  Securities Redeemed in Part.....................................22

                                           ARTICLE IV

              Covenants.......................................................23
SECTION 4.1.  Payment of Securities...........................................23
SECTION 4.2.  Limitations on Liens. ..........................................23
SECTION 4.3.  Limitation on Sale and Lease-Back Transactions..................25
SECTION 4.4.  Future Guarantors...............................................26


                                      - i -
   5


SECTION 4.5.  Compliance Certificate..........................................26
SECTION 4.6.  Further Instruments and Acts....................................26
SECTION 4.7.  Maintenance of Office or Agency.................................26
SECTION 4.8.  Existence.......................................................26
SECTION 4.9.  SEC Reports.....................................................26

                                            ARTICLE V

              Successor Issuers...............................................27
SECTION 5.1.  When the Issuers May Merge or Transfer Assets...................27

                                           ARTICLE VI

               Defaults and Remedies..........................................27
SECTION 6.1.   Events of Default..............................................27
SECTION 6.2.   Acceleration...................................................29
SECTION 6.3.   Other Remedies.................................................30
SECTION 6.4.   Waiver of Past Defaults........................................30
SECTION 6.5.   Control by Majority............................................30
SECTION 6.6.   Limitation on Suits............................................30
SECTION 6.7.   Rights of Holders To Receive Payment...........................31
SECTION 6.8.   Collection Suit by Trustee.....................................31
SECTION 6.9.   Trustee May File Proofs of Claim...............................31
SECTION 6.10.  Priorities.....................................................31
SECTION 6.11.  Undertaking for Costs..........................................32
SECTION 6.12.  Waiver of Stay or Extension Laws...............................32

                                           ARTICLE VII

               Trustee........................................................32
SECTION 7.1.   Duties of Trustee..............................................32
SECTION 7.2.   Rights of Trustee..............................................33
SECTION 7.3.   Individual Rights of Trustee...................................34
SECTION 7.4.   Trustee's Disclaimer...........................................34
SECTION 7.5.   Notice of Defaults.............................................34
SECTION 7.6.   Reports by Trustee to Holders..................................35
SECTION 7.7.   Compensation and Indemnity.....................................35
SECTION 7.8.   Replacement of Trustee.........................................36
SECTION 7.9.   Successor Trustee by Merger....................................37
SECTION 7.10.  Eligibility; Disqualification..................................37
SECTION 7.11.  Preferential Collection of Claims Against the Issuers..........37

                                          ARTICLE VIII

              Discharge of Indenture; Defeasance..............................37
SECTION 8.1.  Discharge of Liability on Securities; Defeasance................37
SECTION 8.2.  Conditions to Defeasance........................................38
SECTION 8.3.  Application of Trust Money......................................39
SECTION 8.4.  Repayment to the Issuers........................................40
SECTION 8.5.  Indemnity for Government Obligations............................40
SECTION 8.6.  Reinstatement...................................................40


                                     - ii -
   6


                                           ARTICLE IX

              Amendments......................................................40
SECTION 9.1.  Without Consent of Holders......................................40
SECTION 9.2.  With Consent of Holders.........................................41
SECTION 9.3.  Compliance with Trust Indenture Act.............................42
SECTION 9.4.  Revocation and Effect of Consents and Waivers...................42
SECTION 9.5.  Notation on or Exchange of Securities...........................42
SECTION 9.6.  Trustee To Sign Amendments......................................43
SECTION 9.7.  Payment for Consent.............................................43

                                            ARTICLE X

               Guarantee......................................................43
SECTION 10.1.  Guarantee......................................................43
SECTION 10.2.  Limitation on Liability; Termination, Release and Discharge....44
SECTION 10.3.  Right of Contribution..........................................45
SECTION 10.4.  No Subrogation.................................................45

                                           ARTICLE XI

               Miscellaneous..................................................46
SECTION 11.1.  Trust Indenture Act Controls...................................46
SECTION 11.2.  Notices........................................................46
SECTION 11.3.  Communication by Holders with other Holders....................47
SECTION 11.4.  Certificate and Opinion as to Conditions Precedent.............47
SECTION 11.5.  Statements Required in Certificate or Opinion..................47
SECTION 11.6.  When Securities Disregarded....................................47
SECTION 11.7.  Rules by Trustee, Paying Agent and Registrar...................48
SECTION 11.8.  Governing Law..................................................48
SECTION 11.9.  No Recourse Against Others.....................................48
SECTION 11.10.  Successors....................................................48
SECTION 11.11.  Multiple Originals............................................48
SECTION 11.12.  Variable Provisions...........................................48
SECTION 11.13.  Qualification of Indenture....................................48
SECTION 11.14.  Table of Contents; Headings...................................49


                                     -iii-
   7
                                                       Page
Exhibit A    -  Form of Initial Security
Exhibit B    -  Form of Exchange Security
Exhibit C    -  Form of Subsidiary Guarantee


                                       -v-
   8
INDENTURE, dated as of November 23, 1998, among USA Networks, Inc., a Delaware
corporation (the "Company"), USANi LLC, a limited liability company organized
under the laws of the state of Delaware ("USANi LLC" and, together with the
Company, the "Issuers"), the Guarantors (as defined), and The Chase Manhattan
Bank, a New York banking corporation, as trustee (the "Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of Holders of the Issuers' joint and several
6 3/4% Senior Notes due 2005 (the "Initial Securities") and, if and when issued 
in exchange for Initial Securities as provided in the Registration Rights
Agreement, the Issuers' joint and several 6 3/4% Senior Notes due 2005 (the
"Exchange Securities" and, together with the Initial Securities, the
"Securities"):


                                    ARTICLE I

                   Definitions and Incorporation by Reference

         SECTION 1.1. Definitions.

         "Additional Interest" shall have the meaning assigned to such term in
the Registration Rights Agreement.

         "Board of Directors" means, with respect to any Person, the Board of
Directors of such Person or any committee thereof duly authorized to act on
behalf of such Board of Directors.

         "Business Day" means a day which is not, in New York City, a Saturday,
Sunday, legal holiday or other day on which banking institutions are authorized
or obligated by law to close.

         "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any preferred
stock, partnership interests and limited liability company membership interests,
but excluding any debt securities convertible into such equity.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Consolidated Net Assets" means, as to the Company, as of any
particular time the aggregate amount of assets of the Company and its
consolidated Subsidiaries at the end of the most recently completed fiscal
quarter after deducting therefrom, to the extent otherwise included, all current
liabilities except for (a) notes and loans payable, (b) current maturities of
long-term debt and (c) current maturities of obligations under capital leases,
all as set forth on the consolidated balance sheet of the Company and its
consolidated Subsidiaries as of the end of such fiscal quarter (which may be
year end) and computed in accordance with GAAP.
   9
         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise. A Person
shall be deemed to Control another Person if such Person (i) is an officer or
director of such other Person or (ii) directly or indirectly owns or controls
10% or more of such other Person's capital stock. "Controlling" and "Controlled"
have meanings correlative thereof.

         "Corporate Trust Office" means the principal office of the Trustee at
which any particular time its corporate trust business shall be administered
which office at the date of the execution of the Indenture is located at 450
West 33rd Street, 15th Floor, New York, New York 10001, Attention: Corporate
Trust Administration or at any other time at such other address as the Trustee
may designate from time to time by notice to the Holders.

         "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

         "DTC" means The Depository Trust Company, its nominees and their
respective successors and assigns.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Existing Credit Agreement" means (i) the credit agreement, dated as of
February 12, 1998, as may be amended from time to time, among the Company, USANi
LLC, as borrower, the lenders party thereto, The Chase Manhattan Bank, as
administrative agent and collateral agent, and Bank of America National Trust &
Savings Association and The Bank of New York, as co-documentation agents, and
(ii) any renewal, extension, refunding, replacement or refinancing thereof.

         "Existing Credit Agreement Guarantor" means every Subsidiary of either
of the Issuers that is a guarantor under the Existing Credit Agreement from time
to time; provided that, to the extent that any or all of such Subsidiaries cease
to be guarantors under the Existing Credit Agreement, such Subsidiaries shall
cease to be Existing Credit Agreement Guarantors.

         "Foreign Subsidiary" means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States of America or any state
thereof or the District of Columbia.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date.

         "guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such Person
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the 
   10
                                                                               3


obligee of such Indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part); provided, however, that
the term "guarantee" will not include endorsements for collection or deposit in
the ordinary course of business. The term "guarantee" used as a verb has a
corresponding meaning.

         "Guarantee" means, individually, any guarantee of payment of the
Securities by a Guarantor pursuant to the terms of this Indenture, and,
collectively, all such Guarantees. Each such Guarantee by any Person that
becomes an Existing Credit Agreement Guarantor after the Issue Date will be in
the form set forth in Exhibit C of this Indenture.

         "Guarantor" means each Subsidiary of either of the Issuers (except for
(i) USANi LLC, (ii) Foreign Subsidiaries and (iii) any other Subsidiary that is
not an Existing Credit Agreement Guarantor) and any other Person that becomes an
Existing Credit Agreement Guarantor; provided that, to the extent that any or
all of such Subsidiaries cease to be Existing Credit Agreement Guarantors, such
Subsidiaries shall cease to be Guarantors.

         "Holder" or "Securityholder" means the Person in whose name a Security
is registered on the Registrar's books.

         "Incur" means issue, assume, guarantee, incur or otherwise become
liable for.

         "Indebtedness" means, with respect to any Person, obligations (other
than Non-Recourse Obligations, the Securities or the Guarantees) of such Person
for borrowed money or evidenced by bonds, debentures, notes or similar
instruments.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Initial Purchasers" means Chase Securities Inc., Bear, Stearns & Co.
Inc., BNY Capital Markets, Inc. and NationsBanc Montgomery Securities LLC.

         "Issue Date" means the date on which the Initial Securities are
originally issued.


         "Nonrecourse Obligation" means indebtedness or other obligations
substantially related to (i) the acquisition of assets not previously owned by
either Issuer, any Guarantor or any of their respective Subsidiaries or (ii) the
financing of a project involving the development or expansion of properties of
the Issuer, any Guarantor or any of their respective Subsidiaries, as to which
the obligee with respect to such indebtedness or obligation has no recourse to
the Issuers, any Guarantor or any of their respective Subsidiaries or any assets
of the Issuer, any Guarantor or any of their respective Subsidiaries other than
the assets which were acquired with the proceeds of such transaction or the
project financed with the proceeds of such transaction (and the proceeds
thereof).
   11
                                                                               4


         "Officer" means the Chairman of the Board, the Chief Executive Officer,
the President, the Vice Chairman, any Vice President, the Treasurer, the Chief
Financial Officer or the Secretary of either of the Issuers, as applicable.

         "Officers' Certificate" means a certificate signed by any two Officers
of an Issuer.

         "Opinion of Counsel" means a written opinion from Howard, Smith & Levin
LLP or any other legal counsel to the Issuers who is reasonably acceptable to
the Trustee. The counsel may be an employee of or counsel to the Issuers.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "Principal" means the principal of the Security plus the premium, if
any, payable on the Security which is due or overdue or is to become due at the
relevant time; provided, however, that for purposes of calculating any such
premium, the term "principal" shall not include the premium with respect to
which such calculation is being made.

         "Purchase Agreement" means the Purchase Agreement dated November 18,
1998 among the Issuers, the Significant Guarantors and the Initial Purchasers.

         "Registered Exchange Offer" means the offer by the Issuers, pursuant to
the Registration Rights Agreement, to certain Holders of Initial Securities, to
issue and deliver to such Holders, in exchange for the Initial Securities and
the related Guarantees, a like aggregate principal amount of Exchange Securities
and related Guarantees registered under the Securities Act.

         "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement, dated as of November 23, 1998 among the Issuers, the
Guarantors and the Initial Purchasers.

         "Restricted Period" means the 40 consecutive days beginning on and
including the later of (A) the day on which the Initial Securities are offered
to persons other than distributors (as defined in Regulation S under the
Securities Act) and (B) the Issue Date.

         "Restricted Securities Legend" means the Private Placement Legend set
forth in clause (A) of Section 2.1(c) or the Regulation S Legend set forth in
clause (B) of Section 2.1(c), as applicable.

         "Sale/Leaseback Transaction" means an arrangement relating to property
now owned or hereafter acquired whereby either of the Issuers or any of their
respective Subsidiaries transfers such property to a Person (other than either
of the Issuers or any of their 
   12
                                                                               5


respective Subsidiaries) and either of the Issuers or any of their respective
Subsidiaries leases it from such Person.

         "SEC" means the U.S. Securities and Exchange Commission, or any
successor agency.

         "Securities" means the Initial Securities and the Exchange Securities
issued or to be issued under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by DTC), or any successor person thereto and shall
initially be the Trustee.

         "Significant Guarantors" means, collectively, Ticketmaster Group, Inc.,
Home Shopping Network, Inc. and USA Broadcasting, Inc.

         "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase
of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the Issuers unless such contingency has
occurred).

         "Subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled (within the meaning of the first sentence of the definition
of "Control"), by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of this Indenture; provided, however,
that, in the event the Trust Indenture Act of 1939 is amended after such date,
"TIA" means, to the extent required by any such amendments, the Trust Indenture
Act of 1939 as so amended.

         "Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means such successor.
   13
                                                                               6


         "Trust Officer" means, when used with respect to the Trustee, any
officer assigned to the Corporate Trust Office, including any vice president,
second vice president, trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration of
this Indenture, and also, with respect to a particular matter, any other
officer, to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

         "Uniform Commercial Code" means the New York Uniform Commercial Code as
in effect from time to time.

         "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the Issuers' option.


         SECTION 1.2. Other Definitions.

                                                                      Defined in
         Term                                                           Section

"Agent Members".......................................................    2.1(d)
"Affiliate"...........................................................   11.6
"Attributable Debt"...................................................    4.3
"Authenticating Agent"................................................    2.2
"Bankruptcy Law"......................................................    6.1
"covenant defeasance option"..........................................    8.1(b)
"Custodian"...........................................................    6.1
"Definitive Securities"...............................................    2.1(e)
"Exchange Global Note"................................................    2.1
"Event of Default"....................................................    6.1
"Global Securities"...................................................    2.1(a)
"IAI".................................................................    2.1
"Institutional Accredited Investor Note"..............................    2.1
"Issuer Order"........................................................    2.2
"legal defeasance option".............................................    8.1(b)
"Obligations".........................................................   10.1
"QIBs"................................................................    2.1(a)
"Paying Agent"........................................................    2.3
"Private Placement Legend"............................................    2.1(c)
"Registrar"...........................................................    2.3
"Regulation S"........................................................    2.1(a)
   14
                                                                               7


"Regulation S Global Note"............................................    2.1
"Regulation S Legend".................................................    2.1
"Regulation S Note"...................................................    2.1
"Release Date"........................................................    2.1
"Resale Restriction Termination Date".................................    2.6
"Rule 144A"...........................................................    2.1(a)
"Rule 144A Global Note"...............................................    2.1
"Rule 144A Note"......................................................    2.1
"Successor Company"...................................................    5.1

         SECTION 1.3. Incorporation by Reference of Trust Indenture Act. This
Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

         "Commission" means the SEC.

         "indenture securities" means the Securities.

         "indenture security holder" means a Holder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

         "obligor" on the indenture securities means the Issuers and any other
   obligor on the indenture securities.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by the TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

         SECTION 1.4. Rules of Construction. Unless the context otherwise
requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;
   15
                                                                               8


                  (5) words in the singular include the plural and words in the
         plural include the singular;

                  (6) all references to the date the Securities were originally
         issued shall refer to the date the Initial Securities were originally
         issued.

         SECTION 1.5. One Class of Securities. The Initial Securities and the
Exchange Securities shall vote and consent together on all matters as one class
and neither of the Initial Securities nor the Exchange Securities shall have the
right to vote or consent as a separate class on any matter. The Initial
Securities and the Exchange Securities shall together be deemed to be a separate
series under this Indenture.

                                   ARTICLE II

                                 The Securities

         SECTION 2.1. Form and Dating. (a) The Initial Securities are being
offered and sold by the Issuers to the Initial Purchasers pursuant to the
Purchase Agreement. The Initial Securities will be resold initially by the
Initial Purchasers only to (A) qualified institutional buyers (as defined in
Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A
("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S
under the Securities Act ("Regulation S")) in reliance on Regulation S. Such
Initial Securities may thereafter be transferred to among others, QIBs,
purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of
the Securities Act in accordance with the procedure described herein.

         Initial Securities offered and sold to qualified institutional buyers
in the United States of America in reliance on Rule 144A (the "Rule 144A Note")
will be issued on the Issue Date in the form of a permanent global Security,
without interest coupons, substantially in the form of Exhibit A, which is
incorporated by reference and made a part of this Indenture, including
appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global
Note"), deposited with the Trustee, as custodian for DTC, duly executed by the
Issuers and authenticated by the Trustee as hereinafter provided. The Rule 144A
Global Note may be represented by more than one certificate, if so required by
DTC's rules regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Rule 144A Global Note may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

         Initial Securities offered and sold outside the United States of
America (the "Regulation S Note") in reliance on Regulation S will be issued on
the Issue Date in the form of a permanent global Security, without interest
coupons, substantially in the form set forth in Exhibit A, which is incorporated
by reference and made a part of this Indenture, including appropriate legends as
set forth in Section 2.1(c) (the "Regulation S Global Note") deposited with the
Trustee, as custodian for DTC, duly executed by the Issuers and authenticated by
the 
   16
                                                                               9


Trustee as hereinafter provided. The Regulation S Global Note may be represented
by more than one certificate, if so required by DTC's rules regarding the
maximum principal amount to be represented by a single certificate. The
aggregate principal amount of the Regulation S Global Note may from time to time
be increased or decreased by adjustments made on the records of the Trustee, as
custodian for DTC or its nominee, as hereinafter provided.

         Initial Securities resold to institutional "accredited investors" (as
defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are
not QIBs ("IAIs") in the United States of America (the "Institutional Accredited
Investor Note") will be issued in the form of a permanent global Security
substantially in the form of Exhibit A, which is hereby incorporated by
reference and made a part of this Indenture, together with appropriate legends
as set forth in Section 2.1(c) (the "Institutional Accredited Investor Global
Note") deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The Institutional Accredited Investor Global Note may be represented
by more than one certificate, if so required by the Depositary's rules regarding
the maximum principal amount to be represented by a single certificate. The
aggregate principal amount of the Institutional Accredited Investor Global Note
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided.

         Exchange Securities exchanged for interests in the Rule 144A Note, the
Regulation S Note and the Institutional Accredited Investor Note will be issued
in the form of a permanent global Security substantially in the form of Exhibit
B hereto, which is hereby incorporated by reference and made a part of this
Indenture, deposited with the Trustee as hereinafter provided, including the
appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The
Exchange Global Note may be represented by more than one certificate, if so
required by DTC's rules regarding the maximum principal amount to be represented
by a single certificate.

         The Rule 144A Global Note, the Regulation S Global Note, the
Institutional Accredited Investor Global Note and the Exchange Global Note are
sometimes collectively herein referred to as the "Global Securities."

         The principal of (and premium, if any) and interest on the Securities
shall be payable at the office or agency of the Company maintained for such
purpose in The City of New York, or at such other office or agency of the
Company as may be maintained for such purpose pursuant to Section 2.3; provided,
however, that, at the option of the Issuers, each installment of interest may be
paid by (i) check mailed to addresses of the Persons entitled thereto as such
addresses shall appear on the Note Register or (ii) wire transfer to an account
located in the United States maintained by the payee. Payments in respect of
Securities represented by a Global Note (including principal, premium and
interest) will be made by wire transfer of immediately available funds to the
accounts specified by DTC. Payments in respect of Securities represented by a
Global Note (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by DTC.
   17
                                                                              10


         (b) Denominations. The Securities shall be issuable only in fully
registered form, without coupons, and only in denominations of $1,000 and any
integral multiple thereof.

         (c) Restrictive Legends. Unless and until (i) an Initial Security is
sold under an effective registration statement or (ii) an Initial Security is
exchanged for an Exchange Security in connection with an effective registration
statement, in each case pursuant to the Registration Rights Agreement or a
similar agreement,

         (A) the Rule 144A Global Note and the Institutional Accredited Investor
Global Note shall bear the following legend (the "Private Placement Legend") on
the face thereof:

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
         STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
         PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
         PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
         SUCH REGISTRATION.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
         SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
         "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE
         LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
         COMPANY OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY
         (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS, (B)
         PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
         UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
         ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO
         A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
         OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
         WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
         RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
         UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
         ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF
         RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS
         ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
         AN INSTITUTIONAL 
   18
                                                                              11


         ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM
         PRINCIPAL AMOUNT OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND
         NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
         DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
         ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT TO THE ISSUERS' AND THE TRUSTEE'S RIGHT PRIOR
         TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) AND
         (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
         AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL
         BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
         TERMINATION DATE."; and

         (B) the Regulation S Global Note shall bear the following legend (the
"Regulation S Legend") on the face thereof:

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
         OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
         BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
         BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A
         U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND
         IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
         WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS
         ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
         SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
         WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
         AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS
         WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
         ONLY (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT
         HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
         AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
         THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
         INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
         THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
         INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
         MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
         OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S, (E)
         TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
   19
                                                                              12


         501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING
         THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
         INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION
         INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
         INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
         CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR
         (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS' AND THE
         TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
         CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
         COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
         THEM AND IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF
         TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
         COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE
         TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS
         BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE
         SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED
         IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL
         OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
         STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
         S UNDER THE SECURITIES ACT."

         (C) The Global Securities, whether or not an Initial Security, shall
bear the following legend on the face thereof:

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW
         YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF
         TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
         IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
         OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         SECURITY SHALL BE LIMITED TO 
   20
                                                                              13


         TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
         INDENTURE REFERRED TO ON THE REVERSE HEREOF."

         (d) Book-Entry Provisions. (i) This Section 2.1(d) shall apply only to
Global Securities deposited with the Trustee, as custodian for DTC.

         (ii) Each Global Security initially shall (x) be registered in the name
of DTC for such Global Security or the nominee of DTC, (y) be delivered to the
Trustee as custodian for DTC and (z) bear legends as set forth in Section
2.1(c).

         (iii) Members of, or participants in, DTC ("Agent Members") shall have
no rights under this Indenture with respect to any Global Security held on their
behalf by DTC or by the Trustee as the custodian of DTC or under such Global
Security, and DTC may be treated by the Issuers, the Trustee and any agent of
the Issuers or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
DTC or impair, as between DTC and its Agent Members, the operation of customary
practices of DTC governing the exercise of the rights of a holder of a
beneficial interest in any Global Security.

         (iv) In connection with any transfer of a portion of the beneficial
interest in a Global Security pursuant to subsection (e) of this Section to
beneficial owners who are required to hold Definitive Securities, the Securities
Custodian shall reflect on its books and records the date and a decrease in the
principal amount of such Global Security in an amount equal to the principal
amount of the beneficial interest in the Global Security to be transferred, and
the Issuers shall execute, and the Trustee shall authenticate and deliver, one
or more Definitive Securities of like tenor and amount.

         (v) In connection with the transfer of an entire Global Security to
beneficial owners pursuant to subsection (e) of this Section, such Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Issuers shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by DTC in exchange for its beneficial interest
in such Global Security, an equal aggregate principal amount of Definitive
Securities of authorized denominations.

         (vi) The registered holder of a Global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

         (e) Definitive Securities. (i) Except as provided below, owners of
beneficial interests in Global Securities will not be entitled to receive
certificated Securities ("Definitive Securities"). If required to do so pursuant
to any applicable law or regulation, beneficial 
   21
                                                                              14


owners may obtain Definitive Securities in exchange for their beneficial
interests in a Global Security upon written request in accordance with DTC's and
the Registrar's procedures. In addition, Definitive Securities shall be
transferred to all beneficial owners in exchange for their beneficial interests
in a Global Security if (a) DTC notifies the Issuers that it is unwilling or
unable to continue as depositary for such Global Security or DTC ceases to be a
clearing agency registered under the Exchange Act, at a time when DTC is
required to be so registered in order to act as depositary, and in each case a
successor depositary is not appointed by the Issuers within 90 days of such
notice or, (b) each Issuer executes and delivers to the Trustee and Registrar an
Officers' Certificate stating that such Global Security shall be so exchangeable
or (c) an Event of Default has occurred and is continuing and the Registrar has
received a request from DTC.

         (ii) Any Definitive Security delivered in exchange for an interest in a
Global Security pursuant to Section 2.1(d)(iv) or (v) shall, except as otherwise
provided by Section 2.6(c), bear the applicable legend regarding transfer
restrictions applicable to the Definitive Security set forth in Section 2.1(c).



         SECTION 2.2. Execution and Authentication. One Officer of each Issuer
shall sign the Securities for each of the Issuers by manual or facsimile
signature and may be imprinted or otherwise reproduced.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall be
valid nevertheless.

         A Security shall not be valid until an authorized signatory of the
Trustee manually authenticates the Security. The signature of the Trustee on a
Security shall be conclusive evidence that such Security has been duly and
validly authenticated and issued under this Indenture.

         At any time and from time to time after the execution and delivery of
this Indenture, the Trustee shall authenticate and make available for delivery:
(1) Initial Securities for original issue on the Issue Date in an aggregate
principal amount of $500 million, and (2) Exchange Securities for issue only in
a Registered Exchange Offer pursuant to the Registration Rights Agreement, and
only in exchange for Initial Securities of an equal principal amount, in each
case upon a written order of the Issuers signed by two Officers of each Issuer
or by one Officer and an Assistant Treasurer or Assistant Secretary of each
Issuer (an "Issuer Order"). Such Issuer Order shall specify the amount of the
Securities to be authenticated and the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial
Securities or Exchange Securities. The aggregate principal amount of notes which
may be authenticated and delivered under this Indenture is limited to $500
million outstanding, except for Securities authenticated and delivered upon
registration or transfer of, or in exchange for, or in lieu of, other Securities
of the same class pursuant to Section 2.6, Section
   22
                                                                              15


2.10, Section 2.11, Section 3.6, Section 9.5 and except for transactions similar
to the Registered Exchange Offer.

         The Trustee may appoint an agent (the "Authenticating Agent")
reasonably acceptable to the Issuers to authenticate the Securities. Unless
limited by the terms of such appointment, any such Authenticating Agent may
authenticate Securities whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent.

         In case an Issuer, pursuant to Article V, or any Guarantor, pursuant to
Article X, shall be consolidated or merged with or into any other Person or
shall convey, transfer, lease or otherwise dispose of its properties and assets
substantially as an entirety to any Person, and the successor Person resulting
from such consolidation, or surviving such merger, or into which an Issuer or
any Guarantor shall have been merged, or the Person which shall have received a
conveyance, transfer, lease or other disposition as aforesaid, shall have
executed an indenture supplemental hereto with the Trustee pursuant to Article V
or Article X, as the case may be, any of the Securities authenticated or
delivered prior to such consolidation, merger, conveyance, transfer, lease or
other disposition may, from time to time, at the request of the successor
Person, be exchanged for other Securities executed in the name of the successor
Person with such changes in phraseology and form as may be appropriate, but
otherwise in substance of like tenor as the Securities surrendered for such
exchange and of like principal amount; and the Trustee, upon Issuer Order of the
successor Person, shall authenticate and deliver Securities as specified in such
order for the purpose of such exchange. If Securities shall at any time be
authenticated and delivered in any new name of a successor Person pursuant to
this Section 2.2 in exchange or substitution for or upon registration of
transfer of any Securities, such successor Person, at the option of the Holders
but without expense to them, shall provide for the exchange of all Securities at
the time outstanding for Securities authenticated and delivered in such new
name.

         SECTION 2.3. Registrar and Paying Agent. The Issuers shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "Registrar") and an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Issuers may
have one or more additional paying agents. The term "Paying Agent" includes any
such additional paying agent.

         In the event the Issuers shall retain any Person not a party to this
Indenture as an agent hereunder, the Issuers shall enter into an appropriate
agency agreement with any Registrar or Paying Agent not a party to this
Indenture, which shall incorporate the terms of the TIA. The agreement shall
implement the provisions of this Indenture that relate to such agent. The
Issuers shall notify the Trustee of the name and address of each such agent. If
the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act
as such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.7. The Issuers shall be responsible for the fees and compensations of
all agents appointed or approved by it. Either of 
   23
                                                                              16


the Issuers or any of their respective domestically incorporated wholly owned
Subsidiaries may act as Paying Agent.

         Each of the Issuers initially appoints the Trustee as Registrar and
Paying Agent for the Securities.

         SECTION 2.4. Paying Agent To Hold Money in Trust. By no later than 1:00
p.m. (New York City time) on the date on which any Principal or interest
(including any Additional Interest) on any Security is due and payable, the
Issuers shall deposit with the Paying Agent a sum sufficient to pay such
Principal or interest (including any Additional Interest) when due. The Issuers
shall require each Paying Agent (other than the Trustee) to agree in writing
that such Paying Agent shall hold in trust for the benefit of Securityholders or
the Trustee all money held by such Paying Agent for the payment of Principal of
or interest (including any Additional Interest) on the Securities and shall
notify the Trustee in writing of any default by the Issuers or any Guarantor in
making any such payment. If either of the Issuers or any of their respective
Subsidiaries acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund. The Issuers at any time may
require a Paying Agent (other than the Trustee) to pay all money held by it to
the Trustee and to account for any funds disbursed by such Paying Agent. Upon
complying with this Section, the Paying Agent (if other than the Issuers or a
Subsidiary) shall have no further liability for the money delivered to the
Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect
to either of the Issuers, the Trustee shall serve as Paying Agent for the
Securities.

         SECTION 2.5. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Issuers shall cause the Registrar to furnish to the Trustee, in
writing at least five Business Days before each interest payment date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of Securityholders.

         SECTION 2.6. Transfer and Exchange.

         (a) The following provisions shall apply with respect to any proposed
transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior
to the date which is two years after the later of the date of its original issue
and the last date on which the Issuers or any affiliate of the Issuers was the
owner of such Securities (or any predecessor thereto) (the "Resale Restriction
Termination Date"):

                  (i) a transfer of a Rule 144A Note or an Institutional
         Accredited Investor Note or a beneficial interest therein to a QIB
         shall be made upon the representation of the transferee in the form of
         an assignment on the reverse of the certificate that it is purchasing
         the Security for its own account or an account with respect to which it
         exercises sole investment discretion and that it and any such account
   24
                                                                              17


         is a "qualified institutional buyer" within the meaning of Rule 144A,
         and is aware that the sale to it is being made in reliance on Rule 144A
         and acknowledges that it has received such information regarding the
         Issuers as the undersigned has requested pursuant to Rule 144A or has
         determined not to request such information and that it is aware that
         the transferor is relying upon its foregoing representations in order
         to claim the exemption from registration provided by Rule 144A;

                  (ii) a transfer of a Rule 144A Note or an Institutional
         Accredited Investor Note or a beneficial interest therein to an IAI
         shall be made upon receipt by the Trustee or its agent of a certificate
         substantially in the form set forth in Section 2.7 from the proposed
         transferee and, if requested by the Issuers or the Trustee, the
         delivery of an opinion of counsel, certification and/or other
         information satisfactory to each of them; and

                  (iii) a transfer of a Rule 144A Note or an Institutional
         Accredited Investor Note or a beneficial interest therein to a Non-U.S.
         Person shall be made upon receipt by the Trustee or its agent of a
         certificate substantially in the form set forth in Section 2.8 from the
         proposed transferee and, if requested by the Issuers or the Trustee,
         the delivery of an opinion of counsel, certification and/or other
         information satisfactory to each of them.

         (b) The following provisions shall apply with respect to any proposed
transfer of a Regulation S Note prior to the expiration of the Restricted
Period:

                  (i) a transfer of a Regulation S Note or a beneficial interest
         therein to a QIB shall be made upon the representation of the
         transferee, in the form of assignment on the reverse of the
         certificate, that it is purchasing the Security for its own account or
         an account with respect to which it exercises sole investment
         discretion and that it and any such account is a "qualified
         institutional buyer" within the meaning of Rule 144A, and is aware that
         the sale to it is being made in reliance on Rule 144A and acknowledges
         that it has received such information regarding the Issuers as the
         undersigned has requested pursuant to Rule 144A or has determined not
         to request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A;

                  (ii) a transfer of a Regulation S Note or a beneficial
         interest therein to an IAI shall be made upon receipt by the Trustee or
         its agent of a certificate substantially in the form set forth in
         Section 2.7 from the proposed transferee and, if requested by the
         Issuers or the Trustee, the delivery of an opinion of counsel,
         certification and/or other information satisfactory to each of them;
         and

                  (iii) a transfer of a Regulation S Note or a beneficial
         interest therein to a Non-U.S. Person shall be made upon receipt by the
         Trustee or its agent of a
   25
                                                                              18


         certificate substantially in the form set forth in Section 2.8 hereof
         from the proposed transferee and, if requested by the Issuers or the
         Trustee, receipt by the Trustee or its agent of an opinion of counsel,
         certification and/or other information satisfactory to each of them.

         After the expiration of the Restricted Period, interests in the
Regulation S Note may be transferred without requiring certification set forth
in Section 2.7, Section 2.8 or any additional certification.

         (c) Restricted Securities Legend. Upon the transfer, exchange or
replacement of Securities not bearing a Restricted Securities Legend, the
Registrar shall deliver Securities that do not bear a Restricted Securities
Legend. Upon the transfer, exchange or replacement of Securities bearing a
Restricted Securities Legend, the Registrar shall deliver only Securities that
bear a Restricted Securities Legend unless there is delivered to the Registrar
an Opinion of Counsel to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.

         (d) Each Issuer shall deliver to the Trustee an Officers' Certificate
setting forth the Resale Restriction Termination Date and the Restricted Period.

         The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.1 or this Section 2.6. The
Issuers shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

         (e) Obligations with Respect to Transfers and Exchanges of Securities.

                  (i) To permit registrations of transfers and exchanges, the
         Issuers shall, subject to the other terms and conditions of this
         Section 2, execute and the Trustee shall authenticate Definitive
         Securities and Global Securities at the Registrar's or co-registrar's
         request.

                  (ii) No service charge shall be made to a Holder for any
         registration of transfer or exchange, but the Issuers may require
         payment of a sum sufficient to cover any transfer tax, assessments, or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes, assessments or similar governmental charges
         payable upon exchange or transfer pursuant to Sections 3.6 or 9.5.

                  (iii) The Registrar or co-registrar shall not be required to
         register the transfer of or exchange of any Security for a period
         beginning (1) 15 days before the mailing of a notice of an offer to
         repurchase or redeem Securities and ending at the close of business on
         the day of such mailing or (2) 15 days before an interest payment date
         and ending on such interest payment date.
   26
                                                                              19


                  (iv) Prior to the due presentation for registration of
         transfer of any Security, the Issuers, the Trustee, the Paying Agent,
         the Registrar or any co-registrar may deem and treat the person in
         whose name a Security is registered as the absolute owner of such
         Security for the purpose of receiving payment of principal of and
         interest on such Security and for all other purposes whatsoever,
         whether or not such Security is overdue, and none of the Issuers, the
         Trustee, the Paying Agent, the Registrar or any co-registrar shall be
         affected by notice to the contrary.

                  (v) Any Definitive Security delivered in exchange for an
         interest in a Global Security pursuant to Section 2.1(d) shall, except
         as otherwise provided by Section 2.6(c), bear the applicable legend
         regarding transfer restrictions applicable to the Definitive Security
         set forth in Section 2.1(c).

                  (vi) All Securities issued upon any transfer or exchange
         pursuant to the terms of this Indenture shall evidence the same debt
         and shall be entitled to the same benefits under this Indenture as the
         Securities surrendered upon such transfer or exchange.

         (f) No Obligation of the Trustee. (i) The Trustee and the Issuers shall
have no responsibility or obligation to any beneficial owner of a Global
Security, a member of, or a participant in, DTC or other Person with respect to
the accuracy of the records of DTC or its nominee or of any participant or
member thereof, with respect to any ownership interest in the Securities or with
respect to the delivery to any participant, member, beneficial owner or other
Person (other than DTC) of any notice (including any notice of redemption) or
the payment of any amount or delivery of any Securities (or other security or
property) under or with respect to such Securities. All notices and
communications to be given to the Holders and all payments to be made to Holders
in respect of the Securities shall be given or made only to or upon the order of
the registered Holders (which shall be DTC or its nominee in the case of a
Global Security). The rights of beneficial owners in any Global Security shall
be exercised only through DTC subject to the applicable rules and procedures of
DTC. The Trustee and the Issuers may conclusively rely and shall be fully
protected in relying upon information furnished by DTC with respect to its
members, participants and any beneficial owners.

         (ii) The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Depositary
participants, members or beneficial owners in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.
   27
                                                                              20


         SECTION 2.7. Form of Certificate to be Delivered in Connection with
Transfers to Institutional Accredited Investors.

         Attached hereto as Exhibit D is a form of certificate to be delivered
in connection with transfers to Institutional Accredited Investors.

         SECTION 2.8. Form of Certificate to be Delivered in Connection with
Transfers Pursuant to Regulation S.

         Attached hereto as Exhibit E is a form of certificate to be delivered
in connection with transfers pursuant to Regulation S.

         SECTION 2.9. Business Days. If a payment date is on a date that is not
a Business Day, payment shall be made on the next succeeding day that is a
Business Day, and no interest shall accrue on such payment for the intervening
period. If a regular record date is on a day that is not a Business Day, the
record date shall not be affected.

         SECTION 2.10. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security shall provide the
Issuers and the Trustee with evidence to their satisfaction that the Security
has been lost, destroyed or wrongfully taken, the Issuers shall issue and the
Trustee shall authenticate a replacement Security if the requirements of Section
8-405 of the Uniform Commercial Code are met and the Holder satisfies any other
reasonable requirements of the Trustee. In addition, such Holder shall furnish
an indemnity bond sufficient in the judgment of the Issuers and the Trustee to
protect the Issuers, the Trustee, the Paying Agent and the Registrar from any
loss which any of them may suffer if a Security is replaced. The Issuers and the
Trustee may charge the Holder for their expenses in replacing a Security,
including reasonable fees and expenses of counsel. Every replacement Security is
an additional obligation of each of the Issuers.

         SECTION 2.11. Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those canceled,
those delivered for cancellation and those described in this Section 2.11 as not
outstanding. A Security does not cease to be outstanding because an Issuer or an
Affiliate of an Issuer holds the Security.

         If a Security is replaced pursuant to Section 2.10, it ceases to be
outstanding unless the Trustee and the Issuers receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

         If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a redemption date or maturity date money sufficient to pay
all Principal and interest payable on that date with respect to the Securities
(or portions thereof) to be redeemed or maturing, as the case may be, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.
   28
                                                                              21

         SECTION 2.12. Temporary Securities. Until definitive Securities are
ready for delivery, the Issuers may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Issuers consider
appropriate for temporary Securities. Without unreasonable delay, the Issuers
shall prepare and the Trustee shall authenticate definitive Securities. After
the preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency maintained by the Issuers for that purpose
and such exchange shall be without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, each of the Issuers shall
execute, and the Trustee shall authenticate and deliver in exchange therefor,
one or more definitive Securities representing an equal principal amount of
Securities. Until so exchanged, the Holder of temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as a Holder of
definitive Securities.

         SECTION 2.13. Cancellation. An Issuer at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee for cancellation any Securities surrendered to them
for registration of transfer or exchange or payment. The Trustee and no one else
shall cancel and destroy (subject to the record retention requirements of the
Exchange Act) all Securities surrendered for registration of transfer or
exchange, payment or cancellation and deliver a certificate of such destruction
to the Issuers. The Issuers may not issue new Securities to replace Securities
it has redeemed, paid or delivered to the Trustee for cancellation, which shall
not prohibit the Issuers from issuing Exchange Securities in exchange for
Initial Securities.

         SECTION 2.14. Defaulted Interest. If the Issuers default in a payment
of interest on the Securities, the Issuers shall pay defaulted interest plus
interest on such defaulted interest to the extent lawful at the rate specified
therefor in the Securities in any lawful manner. The Issuers may pay the
defaulted interest to the Persons who are Securityholders on a subsequent
special record date. The Issuers shall fix or cause to be fixed any such special
record date and payment date to the reasonable satisfaction of the Trustee which
specified record date shall not be less than 10 days prior to the payment date
for such defaulted interest and shall promptly mail or cause to be mailed to
each Securityholder a notice that states the special record date, the payment
date and the amount of defaulted interest to be paid. The Issuers shall notify
the Trustee in writing of the amount of defaulted interest proposed to be paid
on each Security and the date of the proposed payment, and at the same time the
Issuers shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such defaulted interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when so deposited to be held in trust for the
benefit of the Person entitled to such defaulted interest as provided in this
Section 2.14.

         SECTION 2.15. CUSIP Numbers. The Issuers in issuing the Securities may
use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use
"CUSIP" 
   29
                                                                              22


numbers in notices of redemption as a convenience to Holders, provided, however,
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.


                                   ARTICLE III

                                   Redemption

         SECTION 3.1. Notices to Trustee. If the Issuers elect to redeem
Securities pursuant to Section 5 of the Securities, they shall notify the
Trustee in writing of the redemption date and the principal amount of Securities
to be redeemed.

         The Issuers shall give each notice to the Trustee provided for in this
Section at least 60 days (45 days in the case of redemption of all the
Securities) before the redemption date unless the Trustee consents to a shorter
period. Such notice shall be accompanied by an Officers' Certificate from each
of the Issuers to the effect that such redemption will comply with the
conditions herein. The record date relating to such redemption shall be selected
by the Issuers and set forth in the related notice given to the Trustee, which
record date shall be not less than 15 days prior to the date selected for
redemption by the Issuers.

         SECTION 3.2. Selection of Securities to be Redeemed. If fewer than all
the Securities then outstanding are to be redeemed, the Trustee shall select the
Securities to be redeemed by a method that complies with applicable legal and
securities exchange requirements, if any, and that the Trustee considers to be
fair and appropriate in accordance with methods generally used at the time of
selection by fiduciaries in similar circumstances. The Trustee shall make the
selection from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the principal of Securities that
have denominations larger than $1,000. Securities and portions of them that the
Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Issuers of the Securities or portions of Securities to be redeemed.

         SECTION 3.3. Notice of Redemption. At least 30 days but not more than
60 days before a date for redemption of Securities, notice of redemption shall
be mailed by first-class mail to each Holder of Securities to be redeemed.

         The notice shall identify the Securities to be redeemed and shall
state:

                  (1) the redemption date;
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                  (2) the redemption price (or the method of calculating such
         price) and the amount of accrued interest to be paid, if any;

                  (3) the name and address of the Paying Agent;

                  (4) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the redemption price plus accrued and
         unpaid interest, if any;

                  (5) if fewer than all the outstanding Securities are to be
         redeemed, the Bond No. (if certificated) and principal amounts of the
         particular Securities to be redeemed;

                  (6) that, unless the Issuers default in making such redemption
         payment, interest on Securities (or portion thereof) called for
         redemption ceases to accrue on and after the redemption date;

                  (7) the CUSIP number, if any, printed on the Securities being
         redeemed; and

                  (8) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the Securities.

         At the Issuers' request, the Trustee shall give the notice of
redemption in the name of each of the Issuers and at the Issuers' expense. In
such event, the Issuers shall provide the Trustee with the information required
by this Section 3.3.

         SECTION 3.4. Effect of Notice of Redemption. Once notice of redemption
is mailed in accordance with Section 3.3, Securities called for redemption shall
become due and payable on the redemption date and at the redemption price as
stated in the notice. Upon surrender to the Paying Agent on or after the
redemption date, such Securities shall be paid at the redemption price stated in
the notice, plus accrued and unpaid interest to the redemption date; provided
that the Issuers shall have deposited the redemption price with the Paying Agent
or the Trustee on or before 1:00 p.m. (New York City time) on the date of
redemption; provided, further, that if the redemption date is after a regular
record date and on or prior to the interest payment date, the accrued and unpaid
interest shall be payable to the Securityholder of the redeemed Securities
registered on the relevant record date. Failure to give notice or any defect in
the notice to any Holder shall not affect the validity of the notice to any
other Holder.

         SECTION 3.5. Deposit of Redemption Price. By no later than 1:00 p.m.
(New York City time) on the date of redemption, the Issuers shall deposit with
the Paying Agent (or, if either of the Issuers or any of their respective
Subsidiaries is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of and accrued and unpaid interest on all
Securities to be redeemed on that date other than Securities or portions of
Securities called for redemption which are owned by the Issuers or a Subsidiary
and have been delivered by the Issuers or such Subsidiary to the Trustee for
cancellation.
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                                                                              24


         Unless the Issuers default in the payment of such redemption price,
interest on the Securities to be redeemed will cease to accrue on and after the
applicable redemption date, whether or not such Securities are presented for
payment.

         SECTION 3.6. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, each of the Issuers shall execute and the Trustee
shall authenticate for the Holder thereof (at the Issuers' expense) a new
Security, equal in a principal amount to the unredeemed portion of the Security
surrendered.


                                   ARTICLE IV

                                    Covenants

         SECTION 4.1. Payment of Securities. The Issuers jointly and severally
covenant and agree that they will promptly pay the Principal of and interest
(including Additional Interest) on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest
(including Additional Interest) shall be considered paid on the date due if, on
or before 1:00 p.m. (New York City time) on such date, the Trustee or the Paying
Agent (or, if either of the Issuers or any of their respective Subsidiaries is
the Paying Agent, the segregated account or separate trust fund maintained by
such Issuer or such Subsidiary pursuant to Section 2.4) holds in accordance with
this Indenture money sufficient to pay all Principal and interest (including
Additional Interest) then due. If any Additional Interest is due, each of the
Issuers shall deliver an Officers' Certificate to the Trustee setting forth the
Additional Interest per $1,000 aggregate principal amount of Securities.

         The Issuers shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful as provided in
Section 2.14.

         Notwithstanding anything to the contrary contained in this Indenture,
the Issuers or the Paying Agent may, to the extent it is required to do so by
law, deduct or withhold income or other similar taxes imposed by the United
States of America or other domestic or foreign taxing authorities from Principal
or interest payments hereunder.

         SECTION 4.2. Limitations on Liens. (a) So long as any Securities remain
outstanding, neither the Issuers nor any Guarantor will directly or indirectly,
Incur, and will not permit any of their respective Subsidiaries to, directly or
indirectly, Incur any Indebtedness secured by a mortgage, security interest,
pledge, lien, charge or other encumbrance (mortgages, security interests,
pledges, liens, charges and other encumbrances being hereinafter in this Article
4 referred to as "mortgage" or "mortgages") upon any property or assets
(including Capital Stock) of the Issuers, any Guarantor or any of their
respective Subsidiaries or upon any shares of stock or Indebtedness of any of
their respective Subsidiaries 
   32
                                                                              25


(whether such property, assets, shares of stock or Indebtedness are now existing
or owed or hereafter created or acquired) without in any such case effectively
providing, concurrently with the Incurrence of any such secured Indebtedness, or
the grant of a mortgage with respect to any such Indebtedness to be so secured,
that the Securities or, in respect of mortgages on any Guarantor's property or
assets, any Guarantee of such Guarantor (together with, if the Issuers shall so
determine, any other Indebtedness of or Guarantee by the Issuers, any Guarantor
or any of their respective Subsidiaries ranking equally with the Securities or
the Guarantees) shall be secured equally and ratably with (or, at the Issuers'
option, prior to) such Indebtedness to be so secured; provided, however, that
the foregoing restrictions shall not apply to:

                  (1) mortgages on property, shares of stock or Indebtedness or
         other assets of any Person existing at the time such Person becomes a
         Subsidiary of an Issuer or any of its Subsidiaries; provided that such
         mortgage was not Incurred in anticipation of such Person becoming a
         Subsidiary;

                  (2) mortgages on property, shares of stock or Indebtedness
         existing at the time of acquisition thereof by an Issuer or a
         Subsidiary of an Issuer or any of its Subsidiaries (which may include
         property previously leased by an Issuer, any Guarantor or any of their
         respective Subsidiaries and leasehold interests thereon; provided that
         the lease terminates prior to or upon the acquisition) or mortgages
         thereon to secure the payment of all or any part of the purchase price
         thereof, or mortgages on property, shares of stock or Indebtedness to
         secure any Indebtedness for borrowed money Incurred prior to, at the
         time of, or within 270 days after, the latest of the acquisition
         thereof, or, in the case of property, the completion of construction,
         the completion of improvements or the commencement of substantial
         commercial operation of such property for the purpose of financing all
         or any part of the purchase price thereof, such construction or the
         making of such improvements;

                  (3) mortgages securing Indebtedness of a Subsidiary owing to
         an Issuer or any of its Subsidiaries;

                  (4) mortgages existing on the Issue Date;

                  (5) mortgages on property of a corporation existing at the
         time such corporation is merged into or consolidated with an Issuer or
         any of its Subsidiaries or at the time of a sale, lease or other
         disposition of the properties of a corporation as an entirety or
         substantially as an entirety to an Issuer or any of its Subsidiaries,
         provided that such mortgage was not Incurred in anticipation of such
         merger or consolidation or sale, lease or other disposition;

                  (6) mortgages created in connection with a project financed
         with, and created to secure, a Nonrecourse Obligation;

                  (7) mortgages securing all of the Securities; or
   33
                                                                              26


                  (8) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any
         mortgage referred to in the foregoing clauses (1) to (7), inclusive,
         without increase of the principal of the Indebtedness secured thereby;
         provided, however, that any mortgages permitted by any of the foregoing
         clauses (1) to (7), inclusive, shall not extend to or cover any
         property of the Issuers or any of their respective Subsidiaries, as the
         case may be, other than the property specified in such clauses and
         improvements thereto.

         (b) Notwithstanding the foregoing provisions of this Section 4.2, the
Issuers and their respective Subsidiaries may Incur Indebtedness secured by
mortgages which would otherwise be subject to the foregoing restrictions without
equally and ratably securing the Securities, or in respect of mortgages on any
Guarantors' property or assets, any Guarantee of such Guarantor, provided that
after giving effect thereto, the aggregate amount of all Indebtedness so secured
by mortgages (not including mortgages permitted under clauses (1) through (8)
above), does not at the time exceed 15% of the Consolidated Net Assets of the
Company.

         SECTION 4.3. Limitation on Sale and Lease-Back Transactions. (a) So
long as any Securities remain outstanding neither the Issuers nor any Guarantor
will and nor will they permit any of their respective Subsidiaries to, enter
into any Sale/Leaseback Transaction with respect to any property, whether now
owned or hereafter acquired, of an Issuer, any Guarantor or any of their
respective Subsidiaries (except for such transactions (i) entered into prior to
the Issue Date; (ii) between the Company and USANi LLC or USANi LLC and any
Subsidiary of USANi LLC or the Company or between the Company and any Subsidiary
of USANi LLC or the Company or between Subsidiaries; (iii) involving leases for
no longer than three years; or (iv) in which the lease for the property or asset
is entered into within 270 days after the later of the date of acquisition,
completion of construction or commencement of full operations of such property
or asset), unless (in each case):

         (1) the Issuers or such Guarantor or Subsidiary would be entitled,
   pursuant to the provisions of Section 4.2, to Incur Indebtedness secured by a
   mortgage upon such property at least equal in amount to the Attributable Debt
   in respect of such Sale/Leaseback Transaction without equally and ratably
   securing the Securities or the Guarantees; or

         (2) the proceeds of the sale of the property to be leased are at least
   equal to their fair market value (as determined by the Board of Directors of
   the Company) and such proceeds are applied within 180 days of the effective
   date of such Sale/Leaseback Transaction to the purchase, construction,
   development or acquisition of assets or to the repayment of Indebtedness of
   either of the Issuers, any Guarantor or any of their respective Subsidiaries.
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                                                                              27


         (b) For the purposes of this Section 4.3, the term "Attributable Debt"
with respect to a Sale/Leaseback Transaction involving a property means, at the
time of determination, the lesser of:

                  (1) the fair value of the property which is the subject of
         such Sale/Leaseback Transaction (as determined in good faith by the
         Board of Directors of the Company); or

                  (2) the present value of the total net amount of rent required
         to be paid under such lease during the remaining term thereof
         (including any renewal term or period for which such lease has been
         extended), discounted at the rate of interest set forth or implicit in
         the terms of such lease or, if not practicable to determine such rate,
         the weighted average interest rate per annum borne by the Securities
         compounded semi-annually in either case as determined by the principal
         accounting or financial officer of the Company. For purposes of this
         definition, rent shall not include amounts required to be paid by the
         lessee, whether or not designated as rent or additional rent, on
         account of or contingent upon maintenance and repairs, insurance,
         taxes, assessments, water rates and similar charges. In the case of any
         lease which is terminable by the lessee upon the payment of a penalty,
         such net amount shall be the lesser of (i) the net amount determined
         assuming termination upon the first date such lease may be terminated
         (in which case the net amount shall also include the amount of the
         penalty, but no rent shall be considered as required to be paid under
         such lease subsequent to the first date upon which it may be so
         terminated) or (ii) the net amount determined assuming no such
         termination.

         SECTION 4.4. Future Guarantors. After the Issue Date, the Issuers will
cause each Subsidiary created or acquired by either of the Issuers and which
becomes an Existing Credit Agreement Guarantor to execute and deliver to the
Trustee a Guarantee pursuant to which such Subsidiary will unconditionally
Guarantee, on a joint and several basis with the other Guarantors, the full and
prompt payment of the principal of, premium, if any, and interest on the
Securities on an unsecured and unsubordinated basis and become a party to this
Indenture as a Guarantor for all purposes of the Indenture.

         SECTION 4.5. Compliance Certificate. Each of the Issuers shall deliver
to the Trustee within 120 days after the end of each fiscal year of such Issuer
an Officers' Certificate signed by its chief executive officer, the chief
financial officer or the chief accounting officer stating that in the course of
the performance by the signers of their duties as Officers of such Issuer they
would normally have knowledge of any Default or Event of Default and whether or
not the signers know of any Default or Event of Default that occurred during
such period. If they do, the certificate shall describe the Default or Event of
Default, its status and what action such Issuer is taking or proposes to take
with respect thereto. Each of the Issuers also shall comply with TIA Section
314(a)(4).
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                                                                              28


         SECTION 4.6. Further Instruments and Acts. Upon reasonable request of
the Trustee, each of the Issuers will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to
carry out more effectively the purpose of this Indenture.

         SECTION 4.7. Maintenance of Office or Agency. The Issuers shall
maintain the office or agency required under Section 2.3. The Issuers shall give
prior written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Issuers shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 11.2.

         SECTION 4.8. Existence. Except as otherwise permitted by Article V, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence and USANi LLC shall do or cause
to be done all things necessary to preserve and keep in full force and effect
its existence as a limited liability company.

         SECTION 4.9. SEC Reports. Each of the Issuers will comply with all the
applicable provisions of TIA Section 314(a).


                                    ARTICLE V

                                Successor Issuers


         SECTION 5.1. When the Issuers May Merge or Transfer Assets. Neither of
the Issuers will consolidate with or sell, lease or convey all or substantially
all of its assets to, or merge with or into, in one transaction or a series of
related transactions, any other Person, unless:

                  (i) such Issuer shall be the continuing entity, or the
         resulting, surviving or transferee Person (the "Successor") shall be a
         Person organized and existing under the laws of the United States of
         America, any State thereof or the District of Columbia and the
         Successor (if not such Issuer) shall expressly assume, by supplemental
         indenture, executed and delivered to the Trustee, in form satisfactory
         to the Trustee, all the obligations of such Issuer under the Securities
         and this Indenture;

                  (ii) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing;

                  (iii) each Guarantor, unless it is the other party to the
         transactions described above, in which case clause (i) and Section 10.2
         shall apply, shall have by 
   36
                                                                              29


         supplemental indenture confirmed that its Guarantee shall apply for
         such Person's obligations in respect to this Indenture and the
         Securities; and

                  (iv) each of the Issuers shall have delivered to the Trustee
         an Officers' Certificate and the Issuers shall have delivered to the
         Trustee an Opinion of Counsel, each stating that such consolidation,
         merger or transfer and such supplemental indenture (if any) comply with
         this Indenture (except that such Opinion of Counsel need not opine as
         to Clause (ii) above) and that such supplemental indenture constitutes
         the legal valid and binding obligation of the Successor subject to
         customary exceptions.

         The Successor will succeed to, and be substituted for, and may exercise
every right and power of, such Issuer under the Indenture, but the predecessor
Issuer in the case of a lease of all or substantially all of such Issuer's
respective assets will not be released from the obligation to pay the principal
of and interest on the Securities.


                                   ARTICLE VI

                              Defaults and Remedies

         SECTION 6.1. Events of Default. An "Event of Default" occurs with
respect to the Securities if:

                  (1) the Issuers default in any payment of interest (including
         Additional Interest) on any Security when the same becomes due and
         payable, and such default continues for a period of 30 days;

                  (2) the Issuers default in the payment of the Principal of any
         Security when the same becomes due and payable at its Stated Maturity,
         upon optional redemption, upon declaration or otherwise;

                  (3) either of the Issuers fails to comply with any of its
         agreements in the Securities or this Indenture (other than those
         referred to in (1) or (2) above) and such failure continues for 90 days
         after the notice specified below;

                  (4) either of the Issuers fails to make any payment at
         maturity, including any applicable grace period, in respect of
         Indebtedness of such Issuer in an amount in excess of $25,000,000 or
         the equivalent thereof in any other currency or composite currency and
         such failure shall have continued for 30 days after the notice
         specified below; provided, however, that if any such failure shall
         cease, then the Event of Default by reason thereof shall be deemed
         likewise to have been cured;

                  (5) a default with respect to any Indebtedness of an Issuer,
         which default results in the acceleration of Indebtedness in an amount
         in excess of $25,000,000 or the 
   37
                                                                              30


         equivalent thereof in any other currency or composite currency without
         such Indebtedness having been discharged or such acceleration having
         been cured, waived, rescinded or annulled for a period of 30 days after
         written notice specified below; provided, however, that if any such
         default or acceleration shall be cured, waived, rescinded or annulled
         then the Event of Default by reason thereof shall be deemed likewise to
         have been cured;

                  (6) either of the Issuers pursuant to or within the meaning of
         any Bankruptcy Law:

                           (A) commences a voluntary case;

                           (B) consents to the entry of an order for relief
                  against it in an involuntary case in which it is the debtor;

                           (C) consents to the appointment of a Custodian of it
                  or for any substantial part of its property; or

                           (D) makes a general assignment for the benefit of its
                  creditors; or

         or takes any comparable action under any foreign laws relating to
         insolvency;

                  (7) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A) is for relief against either of the Issuers in an
                  involuntary case;

                           (B) appoints a Custodian of either of the Issuers or
                  for any substantial part of its property; or

                           (C) orders the winding up or liquidation of either of
                  the Issuers;

         (or any similar relief is granted under any foreign laws) and the
         order, decree or relief remains unstayed and in effect for 60
         consecutive days; or

                  (8) any Guarantee ceases to be in full force and effect
         (except as contemplated by the terms hereof), or any Guarantee is
         declared in a judicial proceeding to be null and void, or any Guarantor
         denies or disaffirms in writing its obligations under the terms of this
         Indenture or its Guarantee.

         The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.
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         The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

         If any failure, default or acceleration referred to in clauses (4) or
(5) above shall cease or be cured, waived, rescinded or annulled, then the Event
of Default hereunder by reason thereof shall be deemed likewise to have been
thereupon cured.

         A Default with respect to Securities under clauses (3), (4) or (5) of
this Section 6.1 is not an Event of Default until the Trustee (by notice to the
Issuers) or the Holders of at least 25% in aggregate principal amount of the
outstanding Securities (by notice to the Issuers and the Trustee) gives notice
of the Default and the Issuers do not cure such Default within the time
specified in said clause (3), (4) or (5) after receipt of such notice. Such
notice must specify the Default, demand that it be remedied and state that such
notice is a "Notice of Default".

         Each Issuer shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any event which with the giving of notice or the lapse of time would become an
Event of Default under clause (3), (4) or (5) of this Section 6.1, its status
and what action such Issuer is taking or proposes to take with respect thereto.

         SECTION 6.2. Acceleration. If an Event of Default with respect to the
Securities (other than an Event of Default specified in Section 6.1(6) or (7))
occurs and is continuing, the Trustee by notice to the Issuers, or the Holders
of at least 25% in aggregate principal amount of the outstanding Securities by
notice to the Issuers and the Trustee, may declare the Principal of and accrued
but unpaid interest on all the Securities to be due and payable. Upon such a
declaration, such Principal and interest shall be due and payable immediately.
If an Event of Default specified in Section 6.1(6) or (7) occurs and is
continuing, the Principal of and accrued interest on all the Securities shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders. The Holders of a majority
in aggregate principal amount of the outstanding Securities by notice to the
Trustee may rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree (other than a judgment or decree for
the payment of Principal or interest or monies due on the Securities) and if all
existing Events of Default have been cured or waived except nonpayment of
Principal or interest that has become due solely because of such acceleration
and the Trustee has been paid all amounts due to it pursuant to Section 7.7. No
such rescission shall affect any subsequent Default or impair any right
consequent thereto.

         SECTION 6.3. Other Remedies. If an Event of Default with respect to the
Securities occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of Principal of or interest on the Securities or to
enforce the performance of any provision of the Securities or this Indenture.
   39
                                                                              32


         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are, to the extent
permitted by law, cumulative.

         SECTION 6.4. Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of the Securities then outstanding by notice to the
Trustee may waive any past or existing Default and its consequences except (i) a
Default in the payment of the Principal of or interest on a Security or (ii) a
Default in respect of a provision that under Section 9.2 cannot be amended
without the consent of each Securityholder affected. When a Default is waived,
it is deemed cured, and any Event of Default arising therefrom shall be deemed
to have been cured, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right.

         SECTION 6.5. Control by Majority. Upon provision of reasonable
indemnity to the Trustee satisfactory to the Trustee, the Holders of a majority
in aggregate principal amount of the Securities then outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee, which may rely on opinions of counsel, may refuse to
follow any direction that conflicts with law or this Indenture or, subject to
Section 7.1, that the Trustee determines is unduly prejudicial to the rights of
other Securityholders or would involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction.

         SECTION 6.6. Limitation on Suits. A Holder of Securities may not pursue
any remedy with respect to this Indenture or the Securities unless:

                  (i) the Holder gives to the Trustee previous written notice
         stating that an Event of Default is continuing;

                  (ii) the Holders of at least 25% in aggregate principal amount
         of the Securities then outstanding make a written request to the
         Trustee to pursue the remedy;

                  (iii) such Holder or Holders offer to the Trustee reasonable
         security or indemnity against any loss, liability or expense;

                  (iv) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of security or
         indemnity; and

                  (v) the Holders of a majority in aggregate principal amount of
         the Securities then outstanding do not give the Trustee a direction
         inconsistent with the request during such 60-day period.
   40
                                                                              33


         A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

         SECTION 6.7. Rights of Holders To Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
Principal of and interest on the Securities held by such Holder, on or after the
respective due dates expressed in the Securities, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

         SECTION 6.8. Collection Suit by Trustee. If an Event of Default
specified in Section 6.1(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Issuers for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.7.

         SECTION 6.9. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to an Issuer, its creditors or its
property and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.7.

         SECTION 6.10. Priorities. If the Trustee collects any money or property
pursuant to this Article VI, it shall pay out the money or property in the
following order:

                  FIRST: to the Trustee for amounts due under Section 7.7;

                  SECOND: to Securityholders for amounts due and unpaid on the
         Securities for Principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Securities for Principal and interest, respectively; and

                  THIRD: to the Issuers.

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the 
   41
                                                                              34


Issuers shall mail to each Securityholder and the Trustee a notice that states
the record date, the payment date and amount to be paid.

         SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit
by Holders of more than 10% in aggregate principal amount of the outstanding
Securities.

         SECTION 6.12. Waiver of Stay or Extension Laws. Neither of the Issuers
(to the extent it may lawfully do so) shall at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and each Issuer
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and shall not hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.


                                   ARTICLE VII

                                     Trustee

         SECTION 7.1. Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in their exercise as
a prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

         (b) Except during the continuance of an Event of Default:

                  (i) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon Officers'
         Certificates and Opinions of Counsel furnished to the Trustee and
         conforming to the requirements of this Indenture. However, in the case
         of any such Officers' Certificates and Opinions of Counsel which by any
         provision hereof are specifically required to be furnished to the
         Trustee, the Trustee shall examine such 
   42
                                                                              35


         Officers' Certificates and Opinions of Counsel to determine whether or
         not they conform to the requirements of this Indenture.

         (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own wilful misconduct,
except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
         of this Section 7.1;

                  (ii) the Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts; and

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.5.

         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

         (e) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

         (f) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur financial liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or
powers, if it shall have reasonable grounds to believe that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.

         (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.1 and to the provisions of the TIA.

         SECTION 7.2. Rights of Trustee. (a) The Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officers' Certificate or Opinion of Counsel.

         (c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.
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                                                                              36


         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute wilful
misconduct or negligence.

         (e) The Trustee may consult with counsel of its selection, and the
advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Securities shall be full and complete authorization and
protection from liability in respect to any action taken, omitted or suffered by
it hereunder in good faith and in accordance with the advice or opinion of such
counsel.

         (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction.

         (g) The Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Securities unless either (1) a Trust
Officer shall have actual knowledge of such Default or Event of Default or (2)
written notice of such Default or Event of Default shall have been given to a
Trust Officer of the Trustee by an Issuer or any other obligor on the Securities
or by any Holder of the Securities.

         SECTION 7.3. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with either of the Issuers with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar or co-paying agent may
do the same with like rights. However, the Trustee must comply with Sections
7.10 and 7.11.

         SECTION 7.4. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Securities or any offering document, it shall not be accountable for the
Issuers' use of the proceeds from the Securities, and it shall not be
responsible for any statement of an Issuer in this Indenture or in any document
issued in connection with the sale of the Securities or in the Securities other
than the Trustee's certificate of authentication.

         SECTION 7.5. Notice of Defaults. If a Default or an Event of Default
occurs with respect to the Securities and is continuing and if it is known to
the Trustee, the Trustee shall mail to each Securityholder notice of the Default
within 90 days after it is known to a Trust Officer or written notice of it is
received by a Trust Officer of the Trustee. Except in the case of a Default in
payment of Principal of or interest on any Security, the Trustee may withhold
the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is not opposed to the interests of
Securityholders.
   44
                                                                              37


         SECTION 7.6. Reports by Trustee to Holders. As promptly as practicable
after each May 15 beginning with the May 15 following the date of this
Indenture, and in any event prior to July 15 in each year, the Trustee shall
mail to each Securityholder a brief report dated as of such May 15 that complies
with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b).
The Trustee shall promptly deliver to the Issuers a copy of any report it
delivers to Holders pursuant to this Section 7.6.

         A copy of each report at the time of its mailing to Securityholders
shall be filed by the Trustee with the SEC and each stock exchange (if any) on
which the Securities are listed. Each of the Issuers agrees to notify promptly
the Trustee whenever the Securities become listed on any stock exchange and of
any delisting thereof.

         SECTION 7.7. Compensation and Indemnity. The Issuers jointly and
severally covenant and agree to pay to the Trustee from time to time such
compensation for its services as the Issuers and the Trustee shall from time to
time agree in writing. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Issuers shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it in accordance with the provisions of this Indenture,
including costs of collection, in addition to such compensation for its
services, except any such expense, disbursement or advance as may arise from its
negligence, wilful misconduct or bad faith. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee's agents and counsel. The Trustee shall provide the Issuers reasonable
notice of any expenditure not in the ordinary course of business; provided that
prior approval by the Issuers of any such expenditure shall not be a requirement
for the making of such expenditure nor for reimbursement by the Issuers thereof.
Each of the Issuers shall indemnify each of the Trustee, its officers,
directors, employees and any predecessor Trustees against any and all loss,
damage, claim, liability or expense (including reasonable attorneys' fees and
expenses) (other than taxes applicable to the Trustee's compensation hereunder)
incurred by it in connection with the acceptance or administration of this trust
and the performance of its duties hereunder. The Trustee shall notify the
Issuers promptly of any claim for which it may seek indemnity. Failure by the
Trustee so to notify the Issuers shall not relieve the Issuers of their
respective obligations hereunder, except to the extent that the Issuers have
been prejudiced by such failure. Each of the Issuers shall defend the claim and
the Trustee shall cooperate, to the extent reasonable, in the defense of any
such claim, and, if (in the opinion of counsel to the Trustee) the facts and/or
issues surrounding the claim are reasonably likely to create a conflict with
such Issuer, such Issuer shall pay the reasonable fees and expenses of separate
counsel to the Trustee. The Issuers need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the
Trustee's own wilful misconduct, negligence or bad faith. The Issuers need not
pay for any settlement made without their consent, which consent shall not be
unreasonably withheld or delayed.

         To secure the Issuers' payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee 
   45
                                                                              38


other than money or property held in trust to pay Principal of and interest on
particular Securities.

         The Issuers' payment obligations pursuant to this Section 7.7 shall
survive the resignation or removal of the Trustee and any discharge of this
Indenture including any discharge under any bankruptcy law. When the Trustee
incurs expenses after the occurrence of a Default specified in Section 6.1(6) or
(7) with respect to either of the Issuers, the expenses are intended to
constitute expenses of administration under the Bankruptcy Law.

         SECTION 7.8. Replacement of Trustee. The Trustee may resign at any time
with 30 days notice to the Issuers. The Holders of a majority in principal
amount of the Securities then outstanding, may remove the Trustee with 30 days
notice to the Trustee and may appoint a successor Trustee, which successor
Trustee shall be reasonably acceptable to the Company. The Issuers shall remove
the Trustee if:

                  (i) the Trustee fails to comply with Section 7.10;

                  (ii) the Trustee is adjudged bankrupt or insolvent;

                  (iii) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (iv) the Trustee otherwise becomes incapable of acting.

         If the Trustee resigns, is removed by the Issuers or by the Holders of
a majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Issuers shall promptly appoint a successor
Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers and the Issuers shall pay
all amounts due and owing to the Trustee under Section 7.7 of the Indenture.
Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to Securityholders affected by such resignation or
removal. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in Section
7.7.

         If a successor Trustee does not take office with respect to the
Securities within 30 days after the retiring Trustee resigns or is removed, the
retiring Trustee or the Holders of 10% in principal amount of the Securities may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.
   46
                                                                              39


         If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         Notwithstanding the replacement of the Trustee pursuant to this Section
7.8, each Issuer's obligations under Section 7.7 shall continue for the benefit
of the retiring Trustee.

         SECTION 7.9. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee, provided that such corporation shall
be eligible under this Article Seven and TIA Section 3.10(a).

         In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Securities so authenticated; and in
case at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the
Trustee shall have.

         SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a). The Trustee shall have a
combined capital and surplus of at least $250,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) and any indenture or indentures under which
other securities or certificates of interest or participation in other
securities of either Issuer are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met.

         SECTION 7.11. Preferential Collection of Claims Against the Issuers.
The Trustee shall comply with Section TIA 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

   47
                                                                              40


                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance


         SECTION 8.1. Discharge of Liability on Securities; Defeasance. With
respect to the Securities, (a) when (i) the Issuers deliver to the Trustee all
outstanding Securities (other than Securities replaced pursuant to Section 2.7)
for cancellation or (ii) all outstanding Securities have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption
pursuant to Article 3 hereof or the Securities will become due and payable at
their Stated Maturity within one year, or the Securities are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Issuers, and, in each case of this clause (ii), the Issuers
irrevocably deposit or cause to be deposited with the Trustee funds sufficient
to pay at maturity or upon redemption all outstanding Securities, including
interest thereon to maturity or such redemption date (other than Securities
replaced pursuant to Section 2.7), and if in either case the Issuers pay all
other sums payable hereunder by the Issuers, then this Indenture shall, subject
to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of the Issuers
accompanied by an Officers' Certificate from each Issuer and an Opinion of
Counsel from the Issuers that all conditions precedent provided herein for
relating to satisfaction and discharge of this Indenture have been complied with
and at the cost and expense of the Issuers.

         (b) Subject to Sections 8.1(c) and 8.2, the Issuers at any time may
terminate (i) all of their and the Guarantors respective obligations under the
Securities and this Indenture ("legal defeasance option") or (ii) their
respective obligations under Sections 4.2, 4.3 and 5.1(iii) and the operation of
Sections 6.1(3) (other than any obligations under Article V hereof), 6.1(4),
6.1(5) and 6.1(8) ("covenant defeasance option"). The Issuers may exercise their
legal defeasance option notwithstanding their prior exercise of their covenant
defeasance option.

         If the Issuers exercise their legal defeasance option with respect to
the Securities, payment of the Securities may not be accelerated because of an
Event of Default. If the Issuers exercise their covenant defeasance option,
payment of the Securities may not be accelerated because of an Event of Default
specified in Section 6.1(3) (except with respect to obligations under Article V
hereof), 6.1(4), 6.1(5) or 6.1(8).

         Upon satisfaction of the conditions set forth herein and upon request
of the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates. Upon the discharge of Issuer
obligations as a result of the exercise of the legal defeasance option or
covenant defeasance option, the obligations of the Guarantors under the
Guarantees and this Indenture shall terminate.

         (c) Notwithstanding clauses (a) and (b) above, the Issuers' obligations
in Sections 2.3, 2.4, 2.5, 2.10, 4.1, 4.6, 4.7, 7.7, 7.8, 8.4, 8.5 and 8.6 and
Section 2.3 of the Appendix shall survive until the Securities have been paid in
full. Thereafter, the Issuers' and the Trustee's obligations in Sections 7.7,
8.4 and 8.5 shall survive.
   48
                                                                              41


         SECTION 8.2. Conditions to Defeasance. The Issuers may exercise their
legal defeasance option or their covenant defeasance option with respect to the
Securities only if:

                  (i) the Issuers irrevocably deposit or cause to be deposited
         in trust with the Trustee money or U.S. Government Obligations which
         through the scheduled payment of Principal and interest in respect
         thereof in accordance with their terms will provide cash at such times
         and in such amounts as will be sufficient to pay Principal and interest
         when due on all outstanding Securities (except Securities replaced
         pursuant to Section 2.7) to maturity or redemption, as the case may be;

                  (ii) the Issuers deliver to the Trustee a certificate from a
         nationally recognized firm of independent accountants expressing their
         opinion that the payments of Principal and interest when due and
         without reinvestment on the deposited U.S. Government Obligations plus
         any deposited money without investment will provide cash at such times
         and in such amounts as will be sufficient to pay Principal and interest
         when due on all outstanding Securities (except Securities replaced
         pursuant to Section 2.7) to maturity or redemption, as the case may be;

                  (iii) 91 days pass after the deposit is made and during the
         91-day period no Default specified in Section 6.1(6) or (7) occurs
         which is continuing at the end of the period;

                  (iv) the deposit does not constitute a default under any other
         material agreement binding on either of the Issuers;

                  (v) the Issuers deliver to the Trustee an Opinion of Counsel
         to the effect that the trust resulting from the deposit does not
         constitute, or is qualified as, a regulated investment company under
         the Investment Company Act of 1940;

                  (vi) in the case of the legal defeasance option, the Issuers
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (i) the Issuers have received from, or there has been published by, the
         Internal Revenue Service a ruling, or (ii) since the date of this
         Indenture there has been a change in the applicable federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm that, the Securityholders will not recognize
         income, gain or loss for federal income tax purposes as a result of
         such deposit and defeasance and will be subject to federal income tax
         on the same amounts, in the same manner and at the same times as would
         have been the case if such deposit and defeasance had not occurred;

                  (vii) in the case of the covenant defeasance option, the
         Issuers shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Securityholders will not recognize income, gain or
         loss for federal income tax purposes as a result of such deposit and
         defeasance and will be subject to federal income tax on 
   49
                                                                              42


         the same amounts, in the same manner and at the same times as would
         have been the case if such deposit and defeasance had not occurred; and

                  (viii) the Issuers deliver to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to the defeasance and discharge of the Securities as
         contemplated by this Article 8 have been complied with.

         Before or after a deposit, the Issuers may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

         SECTION 8.3. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It shall apply the deposited money and the money from U.S. Government
Obligations either directly or through the Paying Agent as the Trustee may
determine and in accordance with this Indenture to the payment of Principal of
and interest on the Securities.

         SECTION 8.4. Repayment to the Issuers. The Trustee and the Paying Agent
shall promptly turn over to the Issuers upon request any excess money or
securities held by them at any time.

         Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Issuers upon written request any money held by
them for the payment of Principal or interest that remains unclaimed for two
years after the date of payment of such Principal and interest, and, thereafter,
Securityholders entitled to the money must look to the Issuers for payment as
general creditors.

         SECTION 8.5. Indemnity for Government Obligations. The Issuers shall
pay and shall indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against deposited U.S. Government Obligations or the principal
and interest received on such U.S. Government Obligations other than any such
tax, fee or other charge which by law is for the account of the Holders of the
defeased Securities; provided that the Trustee shall be entitled to charge any
such tax, fee or other charge to such Holder's account.

         SECTION 8.6. Reinstatement. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with this Article 8
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuers' obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article 8 until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with this Article 8; provided, however, that, (a) if the Issuers have made any
payment of interest on or Principal of any Securities following the
reinstatement of their obligations, the Issuers shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent and (b)
unless 
   50
                                                                              43


otherwise required by any legal proceeding or any order or judgment of any court
or governmental authority, the Trustee or Paying Agent shall return all such
money and U.S. Government Obligations to the Issuers promptly after receiving a
written request therefor at any time, if such reinstatement of the Issuers'
obligations has occurred and continues to be in effect.


                                   ARTICLE IX

                                   Amendments

         SECTION 9.1. Without Consent of Holders. The Issuers and the Trustee
may amend this Indenture or the Securities without notice to or consent of any
Securityholder:

                  (i) to cure any ambiguity, omission, defect or inconsistency;

                  (ii) to comply with Article 5;

                  (iii) to provide for uncertificated Securities in addition to
         or in place of certificated Securities; provided, however, that the
         uncertificated Securities are issued in registered form for purposes of
         Section 163(f) of the Code or in a manner such that the uncertificated
         Securities are as described in Section 163(f)(2)(B) of the Code;

                  (iv) to add guarantees with respect to the Securities;

                  (v) to add security for the Securities;

                  (vi) to add to the covenants of the Issuers for the benefit of
         the Holders of all the Securities or to surrender any right or power
         herein conferred upon the Issuers;

                  (vii) to make any change that does not adversely affect the
         rights of any Securityholder;

                  (viii) to comply with any requirements of the SEC in
         connection with qualifying this Indenture under the TIA; and

                  (ix) to provide for the issuance of the Exchange Securities,
         which will have terms substantially identical in all material respects
         to the Initial Securities (except that the transfer restrictions
         contained in the Initial Securities will be modified or eliminated, as
         appropriate), and which will be treated, together with any outstanding
         Initial Securities, as a single issue of securities.
   51
                                                                              44


         After an amendment under this Section 9.1 becomes effective, the
Issuers shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section 9.1.

         SECTION 9.2. With Consent of Holders. The Issuers and the Trustee may
amend this Indenture or the Securities without notice to any Securityholder but
with the written consent of the Holders of at least a majority in principal
amount of the Securities then outstanding (including consents obtained in
connection with a tender offer or exchange for Securities). However, without the
consent of each Securityholder affected, an amendment may not:

                  (i) reduce the amount of Securities whose Holders must consent
         to an amendment, supplement or waiver;

                  (ii) reduce the rate of or extend the time for payment of
         interest on any Security;

                  (iii) reduce the principal of or extend the Stated Maturity of
         any Security;

                  (iv) reduce the premium payable upon the redemption of any
         Security or change the time at which any Security may be redeemed in
         accordance with Article 3;

                  (v) make any Security payable in money other than that stated
         in the Security;

                  (vi) impair the right of any Holder to receive payment of
         Principal of and interest on such Holder's Securities on or after the
         due dates therefor or to institute suit for the enforcement of any
         payment on or with respect to such Holder's Securities;

                  (vii) make any changes that would affect the ranking for the
         Securities in a manner adverse to the Holders; or

                  (viii) make any change in the second sentence of this Section
         9.2.

         It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

         After an amendment under this Section 9.2 becomes effective, the
Issuers shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section 9.2.
   52
                                                                              45


         SECTION 9.3. Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Securities shall comply with the TIA as then in effect.

         SECTION 9.4. Revocation and Effect of Consents and Waivers. A consent
to an amendment or a waiver by a Holder of a Security shall bind the Holder and
every subsequent Holder of that Security or portion of the Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent or waiver is not made on the Security. After an amendment or waiver
becomes effective with respect to the Securities, it shall bind every
Securityholder.

         The Issuers may, but shall not be obligated to, fix a record date for
the purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date.

         SECTION 9.5. Notation on or Exchange of Securities. If an amendment
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Issuers shall provide in writing to
the Trustee an appropriate notation to be placed on the Security regarding the
changed terms and return it to the Holder. Alternatively, if the Issuers or the
Trustee so determine, the Issuers in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Security shall not
affect the validity of such amendment.

         SECTION 9.6. Trustee To Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.1) shall be fully protected in relying
upon, in addition to the documents required by Section 11.4, an Officers'
Certificate of each of the Issuers and an Opinion of Counsel stating that such
amendment complies with the provisions of this Article 9 and that such
supplemental indenture constitutes the legal valid and binding obligation of the
Issuers in accordance with its terms subject to customary exceptions.

         SECTION 9.7. Payment for Consent. Neither the Issuers nor any affiliate
of either of the Issuers shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
of a Security for, or as an inducement to any consent, waiver or amendment of
any of the terms or provisions of this 
   53
                                                                              46


Indenture or the Securities unless such consideration is offered to be paid to
all Holders of a Securities that so consent, waive or agree to amend in the time
frame set forth in solicitation documents relating to such consent, waiver or
agreement.


                                    ARTICLE X

                                    Guarantee

         SECTION 10.1. Guarantee. Each Guarantor hereby fully, unconditionally
and irrevocably guarantees, as primary obligor and not merely as surety, jointly
and severally with each other Guarantor, to each Holder of the Securities and
the Trustee the full and punctual payment when due, whether at maturity, by
acceleration, by redemption or otherwise, of the principal of, premium, if any,
and interest on the Securities and all other obligations of the Issuers under
this Indenture (all the foregoing being hereinafter collectively called the
"Obligations"). Each Guarantor further agrees (to the extent permitted by law)
that the Obligations may be extended or renewed, in whole or in part, without
notice or further assent from it, and that it will remain bound under this
Article X notwithstanding any extension or renewal of any Obligation.

         Each Guarantor waives presentation to, demand of payment from and
protest to the Issuers of any of the Obligations and also waives notice of
protest for nonpayment. Each Guarantor waives notice of any default under the
Securities or the Obligations. The obligations of each Guarantor hereunder shall
not be affected by (a) the failure of any Holder to assert any claim or demand
or to enforce any right or remedy against the Issuers or any other person under
this Indenture, the Securities or any other agreement or otherwise; (b) any
extension or renewal of any thereof; (c) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Indenture, the Securities
or any other agreement; (d) the release of any security held by any Holder or
the Trustee for the Obligations or any of them; (e) the failure of any Holder to
exercise any right or remedy against any other Guarantor; or (f) any change in
the ownership of either of the Issuers.

         Each Guarantor further agrees that its Guarantee herein constitutes a
Guarantee of payment when due (and not a Guarantee of collection) and waives any
right to require that any resort be had by any Holder to any security held for
payment of the Obligations.

         The obligations of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than
payment of the Obligations in full), including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of
setoff, counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Obligations or otherwise.
Without limiting the generality of the foregoing, the obligations of each
Guarantor herein shall not be discharged or impaired or otherwise affected by
the failure of any Holder to assert any claim or demand or to enforce any remedy
under this Indenture, 
   54
                                                                              47


the Securities or any other agreement, by any waiver or modification of any
thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of any Guarantor or would otherwise operate as a discharge
of such Guarantor as a matter of law or equity.

         Each Guarantor further agrees that its Guarantee herein shall continue
to be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of principal of or interest on any of the Obligations is
rescinded or must otherwise be restored by any Holder upon the bankruptcy or
reorganization of either of the Issuers or otherwise.

         In furtherance of the foregoing and not in limitation of any other
right which any Holder has at law or in equity against any Guarantor by virtue
hereof, upon the failure of the Issuers to pay any of the Obligations when and
as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, each Guarantor hereby promises to and will, upon
receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in
cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such
Obligations then due and owing and (ii) accrued and unpaid interest on such
Obligations then due and owing (but only to the extent not prohibited by law).

         Each Guarantor further agrees that, as between such Guarantor, on the
one hand, and the Holders, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in this Indenture
for the purposes of its Guarantee herein, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any such declaration of acceleration
of such Obligations, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purposes of this
Guarantee.

         Each Guarantor also agrees to pay any and all reasonable costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or the
Holders in enforcing any rights under this Section.

         SECTION 10.2. Limitation on Liability; Termination, Release and
Discharge. The obligations of each Guarantor hereunder will be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor (including, without limitation, any guarantees
under the Existing Credit Agreement) and after giving effect to any collections
from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guarantee or pursuant to its
contribution obligations under this Indenture, result in the obligations of such
Guarantor under its Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.

         Each Guarantor may consolidate with or merge into or sell its assets to
an Issuer or another Guarantor without limitation. Each Guarantor may
consolidate with or merge into 
   55
                                                                              48


or sell all or substantially all its assets to a Person other than the Issuers
or another Guarantor (whether or not affiliated with the Guarantor), except that
if the surviving Person of any such merger or consolidation, or the Person to
whom such sale is made, is a Subsidiary of either Issuer, such Subsidiary shall
not be a Foreign Subsidiary. Upon the sale or disposition of a Guarantor (by
merger, consolidation, the sale of its Capital Stock or the sale of all or
substantially all of its assets) to a Person (whether or not an Affiliate of the
Guarantor) which is not a Subsidiary of either of the Issuers, which sale or
disposition is otherwise in compliance with the Indenture, such Guarantor will
be deemed released from all its obligations under this Indenture and its
Guarantee and such Guarantee will terminate; provided, however, that any such
termination will occur only to the extent that all obligations of such Guarantor
under the Existing Credit Agreement will also terminate upon such release, sale
or transfer.

         Upon the termination for any reason of all of the obligations of a
Guarantor under the Existing Credit Agreement (including, without limitation,
upon the agreement of the lenders thereunder or upon the replacement thereof
with a credit facility not requiring such guarantees) and the delivery of each
of the Issuers to the Trustee of an Officers' Certificate with respect to the
foregoing matters, such Guarantor will be deemed released from all its
obligations under this Indenture and its Guarantee and such Guarantee will
terminate.

         SECTION 10.3. Right of Contribution. Each Guarantor hereby agrees that
to the extent that any Guarantor shall have paid more than its proportionate
share of any payment made on the obligations under the Guarantees, such
Guarantor shall be entitled to seek and receive contribution from and against
any other Guarantor who has not paid its proportionate share of such payment.
The provisions of this Section 10.3 shall in no respect limit the obligations
and liabilities of each Guarantor to the Trustee and the Holders and each
Guarantor shall remain liable to the Trustee and the Holders for the full amount
guaranteed by such Guarantor hereunder.

         SECTION 10.4. No Subrogation. Notwithstanding any payment or payments
made by each Guarantor hereunder, no Guarantor shall be entitled to be
subrogated to any of the rights of the Trustee or any Holder against the Issuers
or any other Guarantor or any collateral security or guarantee or right of
offset held by the Trustee or any Holder for the payment of the Obligations, nor
shall any Guarantor seek or be entitled to seek any contribution or
reimbursement from the Issuers or any other Guarantor in respect of payments
made by such Guarantor hereunder, until all amounts owing to the Trustee and the
Holders by the Issuers on account of the Obligations are paid in full. If any
amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Obligations shall not have been paid in full, such
amount shall be held by such Guarantor in trust for the Trustee and the Holders,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by such Guarantor, be turned over to the Trustee in the exact form received by
such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to
be applied against the Obligations.
   56
                                                                              49


                                   ARTICLE XI

                                  Miscellaneous

         SECTION 11.1. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control.

         SECTION 11.2. Notices. Any notice or communication shall be in writing
and delivered in person or mailed by first-class mail addressed as follows:

                           if to the Issuers:

                           USA Networks, Inc.
                           152 West 57th Street
                           New York, New York  10019
                           Facsimile Number: (212) 314-7329

                           Attention: General Counsel

                           if to the Trustee:

                           The Chase Manhattan Bank
                           450 West 33rd Street - 15th Floor
                           New York, New York  10001
                           Facsimile Number: (212) 946-8161 or 8162

                           Attention: Global Trust Services

         Any notices between the Issuers and the Trustee may be by facsimile,
with telephone confirmation of receipt and the original to follow by guaranteed
overnight courier. The Issuers or the Trustee by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

         Any notice or communication mailed to a Securityholder shall be mailed
to the Securityholder at the Securityholder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.
   57
                                                                              50


         SECTION 11.3. Communication by Holders with other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Issuers, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

         SECTION 11.4. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Issuers to the Trustee to take or refrain from
taking any action under this Indenture, the Issuers shall furnish to the
Trustee:

                  (i) an Officers' Certificate of each Issuer in form and
         substance reasonably satisfactory to the Trustee stating that, in the
         opinion of the signers, all conditions precedent, if any, provided for
         in this Indenture relating to the proposed action have been complied
         with; and

                  (ii) an Opinion of Counsel of the Issuers in form and
         substance reasonably satisfactory to the Trustee stating that, in the
         opinion of such counsel, all such conditions precedent have been
         complied with.

         SECTION 11.5. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

                  (i) a statement that the individual making such certificate or
         opinion has read such covenant or condition;

                  (ii) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (iii) a statement that, in the opinion of such individual, he
         has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (iv) a statement as to whether or not, in the opinion of such
         individual, such covenant or condition has been complied with.

         SECTION 11.6. When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Issuers or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuers (an "Affiliate") shall be disregarded and deemed
not to be outstanding, except that, for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities which a Trust Officer of the Trustee knows are so owned shall be
so 
   58
                                                                              51


disregarded. Also, subject to the foregoing, only Securities outstanding at the
time shall be considered in any such determination.

         SECTION 11.7. Rules by Trustee, Paying Agent and Registrar. The Trustee
may make reasonable rules for action by or a meeting of Securityholders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

         SECTION 11.8. Governing Law. This Indenture and the Securities shall be
governed by, and construed in accordance with, the laws of the State of New York
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.

         SECTION 11.9. No Recourse Against Others. A director, officer, employee
or stockholder, as such, of each of the Issuers or any Guarantor shall not have
any liability for any obligations of the Issuers under the Securities, this
Indenture or any Guarantees or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

         SECTION 11.10. Successors. All agreements of the Issuers in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

         SECTION 11.11. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

         SECTION 11.12. Variable Provisions. Each Issuer initially appoints the
Trustee as Paying Agent and Registrar and custodian with respect to any Global
Securities (as defined in the Appendix hereto).

         SECTION 11.13. Qualification of Indenture. The Issuers shall qualify
this Indenture under the TIA in accordance with the terms and conditions of the
Registration Rights Agreement and shall pay all reasonable costs and expenses
(including attorneys' fees for the Issuers, the Trustee and the Holders)
incurred in connection therewith, including, but not limited to, costs and
expenses of qualification of this Indenture and the Securities and printing this
Indenture and the Securities. The Trustee shall be entitled to receive from the
Issuers any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.
   59
                                                                              52


         SECTION 11.14. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.
   60
         IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.


                            USA NETWORKS, INC.

                            By /s/ Thomas J. Kuhn
                               ______________________________________
                               Name: Thomas J. Kuhn
                               Title: Senior Vice President and General Counsel


                            USANi LLC

                            By /s/ Thomas J. Kuhn
                               ______________________________________
                               Name: Thomas J. Kuhn
                               Title: Senior Vice President and General Counsel


                            NEW-U STUDIOS, INC.

                            By /s/ Thomas J. Kuhn
                               ______________________________________
                               Name: Thomas J. Kuhn
                               Title: Senior Vice President and General Counsel
   61
                                                                              54


                              STUDIOS USA TELEVISION LLC
                              STUDIOS USA FIRST RUN TELEVISION LLC
                              STUDIOS USA PICTURES LLC 
                              STUDIOS USA TALK PRODUCTIONS LLC 
                              STUDIOS USA TELEVISION TALK LLC 
                              STUDIOS USA PICTURES DEVELOPMENT LLC 
                              STUDIOS USA TELEVISION DISTRIBUTION LLC 
                              NEW-U PICTURES FACILITIES LLC 
                              STUDIOS USA TALK VIDEO LLC
                              STUDIOS USA DEVELOPMENT LLC 
                              STUDIOS USA TALK VIDEO LLC

                              By /s/ Thomas J. Kuhn
                                _____________________________________
                                Name: Thomas J. Kuhn
                                Title: Assistant Secretary

                              USAi SUB, INC.

                              By /s/ Thomas J. Kuhn
                                 ______________________________________
                                Name: Thomas J. Kuhn
                                Title: Vice President and Secretary


                              USA BROADCASTING, INC.
                              USA STATION GROUP, INC.
                              USA STATION GROUP OF HOUSTON, INC.
                              USA STATION GROUP OF DALLAS, INC.
                              USA STATION GROUP OF ILLINOIS, INC.
                              USA STATION GROUP OF MASSACHUSETTS, INC.
                              USA STATION GROUP OF NEW JERSEY, INC.
                              USA STATION GROUP OF OHIO, INC.
                              USA STATION GROUP OF VINELAND, INC.
                              USA STATION GROUP OF ATLANTA, INC.
                              USA STATION GROUP OF VIRGINIA, INC.
                              USA STATION GROUP OF SOUTHERN CALIFORNIA, INC.
                              USA STATION GROUP OF TAMPA, INC.
                              USA STATION GROUP OF HOLLYWOOD FLORIDA, INC.
                              USA STATION GROUP OF NORTHERN CALIFORNIA, INC.
                              SILVER KING INVESTMENT HOLDINGS, INC.
                              SILVER KING CAPITAL CORPORATION
                              TELEMATION, INC.
   62
                                                                              55


                              USA BROADCASTING PRODUCTIONS, INC.
                              USA STATION GROUP PARTNERSHIP OF DALLAS
                              USA STATION GROUP PARTNERSHIP OF HOUSTON
                              USA STATION GROUP PARTNERSHIP OF ILLINOIS
                              USA STATION GROUP PARTNERSHIP OF MASSACHUSETTS
                              USA STATION GROUP PARTNERSHIP OF NEW JERSEY
                              USA STATION GROUP PARTNERSHIP OF OHIO
                              USA STATION GROUP PARTNERSHIP OF VINELAND
                              SKMD BROADCASTING PARTNERSHIP
                              USA STATION GROUP PARTNERSHIP OF SOUTHERN 
                                CALIFORNIA
                              USA STATION GROUP PARTNERSHIP OF TAMPA
                              USA STATION GROUP PARTNERSHIP OF HOLLYWOOD, 
                                FLORIDA
                              
                              By /s/ Julius Genachowski
                                ______________________________________
                                Name: Julius Genachowski
                                Title: Vice President and Secretary


                              MIAMI, USA BROADCASTING PRODUCTIONS, INC.
                              MIAMI, USA BROADCASTING STATION PRODUCTIONS, INC.
                              
                              By /s/ Julius Genachowski
                                ______________________________________
                                Name: Julius Genachowski
                                Title: Vice President


                              SK HOLDINGS, INC.

                              By /s/ H. Steven Holtzman
                                ______________________________________
                                Name: H. Steven Holtzman
                                Title: Secretary


                              HOME SHOPPING NETWORK, INC.
                              USANi  SUB LLC
                              HOME SHOPPING CLUB LP
                              NATIONAL CALL CENTER LP
   63
                                                                              56


                              INTERNET SHOPPING NETWORK LLC
                              HSN CAPITAL LLC
                              HSN FULFILLMENT LLC
                              HSN REALTY LLC
                              HSN OF NEVADA LLC
                              NEW-U STUDIOS HOLDINGS, INC.
                              HSN HOLDINGS, INC.
                              HSN GENERAL PARTNER LLC
                              USA NETWORKS PARTNER LLC
                              USA NETWORKS HOLDINGS, INC.

                              By /s/ H. Steven Holtzman
                                ______________________________________
                                Name: H. Steven Holtzman
                                Title: Assistant Secretary


                              USA NETWORKS (NEW YORK GENERAL PARTNERSHIP)
                                By USANi Sub LLC, its General Partner

                              By /s/ H. Steven Holtzman
                                ______________________________________
                                Name: H. Steven Holtzman
                                Title: Assistant Secretary


                              STUDIOS USA LLC

                              By /s/ Vance Van Petten
                                ______________________________________
                                Name: Vance Van Petten
                                Title: Executive Vice President


                              TICKETMASTER GROUP, INC.
                              TICKETMASTER TICKETING CO., INC.
                              TICKETMASTER CORPORATION

                              By /s/ Eugene L. Cobuzzi
                               ______________________________________
                                Name: Eugene L. Cobuzzi
                                Title: Chief Operating Officer
   64
                              THE CHASE MANHATTAN BANK



                              By /s/ Robert S. Peschler
                               ______________________________________
                                Name: Robert S. Peschler
                                Title: Assistant Vice President
   65
                                                                       EXHIBIT A

                       [FORM OF FACE OF INITIAL SECURITY]

                               USA NETWORKS, INC.
                                    USANi LLC

No.___                              Principal Amount $___________, 
                                      as revised by the Schedule of Increases 
                                      and Decreases in Global Security attached 
                                      hereto

                                                             CUSIP NO. _________

                          6 3/4% Senior Notes Due 2005

      USA Networks, Inc., a Delaware corporation, and USANi LLC, a limited
liability company organized under the laws of Delaware, for value received,
promise to pay to _____________, or registered assigns, the principal sum of
____________ Dollars, as revised by the Schedule of Increases and Decreases in
Global Security attached hereto, on November 15, 2005.

      Interest Payment Dates: May 15 and November 15, commencing May 15, 1999.
      Record Dates: May 1 and November 1.

      Additional provisions of this Security are set forth on the other side of
this Security. 

                                    USA NETWORKS, INC.

                                    By__________________________________________

                                    USANi LLC

                                    By__________________________________________

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

This is one of the Securities referred 
to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
  as Trustee

By_________________________________                    Dated:_________ ___, 1998
  Authorized Officer


                                       A-1
   66
                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                              (Reverse of Security)


                          6 3/4% Senior Notes Due 2005

1.    Interest

            USA Networks, Inc., a Delaware corporation (the "Company") and USANi
LLC, a limited liability company organized under the laws of Delaware ("USANi
LLC", together with the Company, and their respective successors and assigns
under the Indenture hereinafter referred to, being herein called the "Issuers"),
promise to pay interest on the principal amount of this Security at the rate per
annum shown above; provided, however, that if a Registration Default (as defined
in the Registration Rights Agreement) occurs, additional cash interest will
accrue on this Security at a rate of 0.25% per annum from and including the date
on which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured, calculated on the principal
amount of this Security as of the date on which such interest is payable. Such
additional cash interest of 0.25% per annum is payable in addition to any other
interest payable from time to time with respect to this Security. The Trustee
will not be deemed to have notice of a Registration Default until it shall have
received actual notice of such Registration Default.

            The Issuers will pay interest semiannually on May 15 and November 15
of each year (each such date, an "Interest Payment Date"), commencing May 15,
1999. Interest on the Securities will accrue from November 23, 1998, or from the
most recent date to which interest has been paid on the Securities. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.


2.    Method of Payment

            By no later than 1:00 p.m. (New York City time) on the date on which
any Principal of or interest on any Security is due and payable, the Issuers
shall irrevocably deposit with the Trustee or the Paying Agent money sufficient
to pay such Principal and/or interest. The Issuers will pay interest (except
defaulted interest) to the Persons who are registered Holders of Securities at
the close of business on the May 1 or November 1 next preceding the interest
payment date even if Securities are cancelled, repurchased or redeemed after the
record date and on or before the interest payment date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Issuers will pay
Principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private 


                                       A-2
   67
debts. Payments in respect of Securities represented by a Global Security
(including principal, premium, if any, and interest) will be made by the
transfer of immediately available funds to the accounts specified by the
Depository Trust Company. The Issuers may make all payments in respect of a
Definitive Security (including principal, premium, if any, and interest) by
mailing a check to the registered address of each Holder thereof or by wire
transfer to an account located in the United States maintained by the payee.


3.    Paying Agent and Registrar

            Initially, The Chase Manhattan Bank, a New York banking corporation
(the "Trustee"), will act as Paying Agent and Registrar. The Issuers may appoint
and change any Paying Agent or Registrar without notice to any Securityholder.
The Issuers or any of their domestically incorporated wholly owned Subsidiaries
may act as Paying Agent.


4.    Indenture

            The Issuers issued the Securities under an Indenture dated as of
November 23, 1998 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), between the Issuers, the
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa- 77bbbb) as in effect on
the date of the Indenture (the "Act"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and the Act for a statement of those terms.

            The Securities are senior obligations of the Issuers limited to
$500,000,000 aggregate principal amount (subject to Section 2.10 of the
Indenture). The Security is one of the Initial Securities referred to in the
Indenture. The Securities include the Initial Securities and any Exchange
Securities issued in exchange for the Initial Securities pursuant to the
Indenture and the Registration Rights Agreement. The Initial Securities, and the
Exchange Securities are treated as a single class of securities under the
Indenture. The Indenture imposes certain limitations on the ability of the
Issuers and their respective Subsidiaries to create liens, enter into sale and
leaseback transactions and enter into mergers and consolidations.

            To guarantee the due and punctual payment of the principal, premium,
if any, and interest on the Securities and all other amounts payable by the
Issuers under the Indenture and the Securities when and as the same shall be due
and payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Guarantors have unconditionally
guaranteed (and future Guarantors, together with the


                                       A-3
   68
Guarantors, will unconditionally guarantee), jointly and severally, such
obligations on a senior basis pursuant to the terms of the Indenture.

5.    Optional Redemption

            The Securities are redeemable, in whole or in part, at any time and
from time to time, at the option of the Issuers, at a redemption price equal to
the greater of (i) 100% of the principal amount of such Securities and (ii) the
sum of the present values of the Remaining Scheduled Payments, discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued
interest thereon to the date of redemption.

            "Treasury Rate" means, with respect to any redemption date for the
Securities, the rate per annum equal to the semiannual equivalent yield to
maturity (computed as of the second Business Day immediately preceding such
redemption date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities to be redeemed. "Independent Investment Banker"
means one of the Reference Treasury Dealers appointed by the Issuers.

            "Comparable Treasury Price" means, with respect to any redemption
date for the Securities, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such redemption date, as
set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
Business Day, (a) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New
York time, on the third Business Day preceding such redemption date.


                                       A-4
   69
            "Reference Treasury Dealer" means each of Chase Securities Inc. (and
its successors) and three other nationally recognized investment banking firms
that are Primary Treasury Dealers specified from time to time by the Issuers;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer (a "Primary Treasury Dealer"), the Issuers shall
substitute therefor another nationally recognized investment banking firm that
is a Primary Treasury Dealer.

            "Remaining Scheduled Payments" means, with respect to each Security
to be redeemed, the remaining scheduled payments of the Principal thereof and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
Interest Payment Date with respect to such Security, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.

            Except as set forth above, the Securities will not be redeemable by
the Issuers prior to maturity and will not be entitled to the benefit of any
sinking fund.


6.    Notice of Redemption

            Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date by first-class mail to each Holder of
Securities to be redeemed at his registered address. Securities in denominations
of principal amount larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued and unpaid interest on all Securities (or portions thereof) to be
redeemed on the redemption date is deposited with the Paying Agent on or before
the redemption date and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.


7.    Registration Rights

            The Issuers are parties to an Exchange and Registration Rights
Agreement, dated as of November 23, 1998, among the Issuers, the Guarantors,
Chase Securities Inc., Bear, Stearns & Co. Inc., BNY Capital Markets, Inc. and
NationsBanc Montgomery Securities LLC pursuant to which they are obligated to
pay Additional Interest (as defined therein) upon the occurrence of certain
Registration Defaults (as defined therein).


                                       A-5
   70
8.    Denominations; Transfer; Exchange

            The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may register, transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange any Securities selected for redemption (except, in
the case of a Security to be redeemed in part, the portion of the Security not
to be redeemed) for a period beginning 15 days before a selection of Securities
to be redeemed and ending on the date of such selection.


9.    Persons Deemed Owners

            The registered holder of this Security may be treated as the owner
of it for all purposes.


10.   Unclaimed Money

            If money for the payment of Principal or interest remains unclaimed
for two years after the date of payment of Principal and interest, the Trustee
or Paying Agent shall pay the money back to the Issuers at their request unless
an abandoned property law designates another Person. After any such payment,
Holders entitled to the money must look only to the Issuers and not to the
Trustee for payment.


11.   Defeasance

            Subject to certain conditions set forth in the Indenture, the
Issuers at any time may terminate some or all of their obligations under the
Securities and the Indenture if the Issuers' deposit with the Trustee money or
U.S. Government Obligations for the payment of Principal of and interest on the
Securities to redemption or maturity, as the case may be.


                                       A-6
   71
12.   Amendment, Waiver

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the outstanding Securities
and (ii) any default or noncompliance with any provision of the Indenture or the
Securities may be waived with the written consent of the Holders of a majority
in principal amount of the outstanding Securities. Subject to certain exceptions
set forth in the Indenture, without the consent of any Securityholder, the
Issuers and the Trustee may amend the Indenture or the Securities to cure any
ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the
Indenture, or to provide for uncertificated Securities in addition to or in
place of certificated Securities, or to add guarantees with respect to the
Securities or to add security for the Securities, or to add additional covenants
of or surrender rights and powers conferred on the Issuers, or to comply with
any request of the SEC in connection with qualifying the Indenture under the
Act, or to make any change that does not adversely affect the rights of any
Securityholder.


13.   Defaults and Remedies

            Under the Indenture, Events of Default include (i) default for 30
days in payment of interest on the Securities; (ii) default in payment of
Principal on the Securities at maturity, upon redemption pursuant to paragraph 5
of the Securities, upon declaration or otherwise; (iii) failure by the Issuers
to comply with other agreements in the Indenture or the Securities, subject to
notice and lapse of time; (iv) a failure to pay within any grace period after
maturity other indebtedness of the Issuers in an amount in excess of $25
million, subject to notice and lapse of time; provided, however, that if any
such failure shall cease, then the Event of Default by reason thereof shall be
deemed likewise to have been cured; (v) certain accelerations of other
indebtedness of the Issuers if the amount accelerated exceeds $25 million,
subject to notice and lapse of time; provided, however, that if any such default
or acceleration shall be cured, waived, rescinded or annulled, then the Event of
Default by reason thereof shall be deemed likewise to have been cured; (vi) any
Guarantee ceasing to be in full force and effect (except as contemplated by the
terms of the Indenture) or any Guarantor denying or disaffirming in writing its
obligations under the Indenture or its Guarantee and (vii) certain events of
bankruptcy or insolvency involving the Issuers.

            If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Securities may
declare all the Securities to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the
Securities being due and payable immediately upon the occurrence of such Events
of Default.


                                       A-7
   72
            Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default or
Event of Default (except a Default or Event of Default in payment of Principal
or interest) if it determines that withholding notice is not opposed to their
interest.


14.   Trustee Dealings with the Issuers

            Subject to certain limitations set forth in this Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Issuers and may otherwise deal with the Issuers
with the same rights it would have if it were not Trustee.


15.   No Recourse Against Others

            A director, officer, employee or stockholder, as such, of each of
the Issuers or any Guarantor shall not have any liability for any obligations of
the Issuers under the Securities, the Indenture or any Guarantees or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.


16.   Authentication

            This Security shall not be valid until an authorized officer of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.


17.   Abbreviations

            Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants
in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).


                                       A-8
   73
18.   CUSIP Numbers

            Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Issuers have caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


19.   Governing Law

            This Security shall be governed by, and construed in accordance
with, the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby.


                                       A-9
   74
                                 ASSIGNMENT FORM

                To assign this Security, fill in the form below:

                  I or we assign and transfer this Security to

              (Print or type assignee's name, address and zip code)

                  (Insert assignee's soc. sec. or tax I.D. No.)

      and irrevocably appoint                agent to transfer this Security on 
      the books of the Issuers. The agent may substitute another to act for him.

________________________________________________________________________________

Date:____________________                     Your Signature:___________________

Signature Guarantee:______________________________
(Signature must be guaranteed by a participant in a recognized Signature
Guarantee Medallion Program or other signature guarantor program reasonably
acceptable to the Trustee)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.

In connection with any transfer or exchange of any of the certificated
Securities evidenced by this certificate occurring prior to the date that is two
years after the later of the date of original issuance of such Securities and
the last date, if any, on which such Securities were owned by the Issuers or any
Affiliate of the Issuers, the undersigned confirms that such Securities are
being transferred:

CHECK ONE BOX BELOW:

[ ]   (1)   to the Issuers; or

[ ]   (2)   pursuant to an effective registration statement under the Securities
            Act of 1933; or

[ ]   (3)   inside the United States to a "qualified institutional buyer" (as
            defined in Rule 144A under the Securities Act of 1933) that
            purchases for its own account or for the account of a qualified
            institutional buyer to whom notice is given that such transfer is
            being made in reliance on Rule 144A, in each case pursuant to and in
            compliance with Rule 144A under the Securities Act of 1933; or


                                      A-10
   75
[ ]   (4)   outside the United States in an offshore transaction within the
            meaning of Regulation S under the Securities Act in compliance with
            Rule 904 under the Securities Act of 1933; or

[ ]   (5)   to an institutional "accredited investor" (as defined in) Rule
            501(a)(1), (2), (3) or (7) under the Securities Act that has
            furnished to the Trustee a signed letter containing and certain
            representations and agreements (the form of which letter appears as
            Section 2.7 of the Indenture); or

[ ]   (6)   pursuant to the exemption from registration provided by Rule 144
            under the Securities act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the certificated Securities evidenced by this certificate in the name of any
Person other than the registered holder thereof; provided, however, that if box
(4), (5) or (6) is checked, the Trustee may require, prior to registering any
such transfer of the Securities, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act.


                                        __________________________
                                                Signature
Signature Guarantee:

______________________________          __________________________
                                                Signature

(Signature must be guaranteed by a 
participant in a recognized Signature
Guarantee Medallion Program or other 
signature guarantor program reasonably
acceptable to the Trustee)

_______________________________________________________________


                                      A-11
   76
              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.


      The undersigned represents and warrants that it is purchasing this
certificated Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Issuers as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.



Dated:________________                  ______________________________
                                        NOTICE: To be executed by an executive 
                                                officer



Signature Guarantee:

______________________________          __________________________
                                                 Signature

(Signature must be guaranteed by a participant in a recognized Signature
Guarantee Medallion Program or other signature guarantor program reasonably
acceptable to the Trustee)

_______________________________________________________________


                                      A-12
   77
                      [TO BE ATTACHED TO GLOBAL SECURITIES]


              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


      The following increases or decreases in this Global Security have been
made:






            Amount of decrease in      Amount of increase in     Principal Amount of this         Signature of authorized officer
Date of     Principal Amount of this   Principal Amount of this  Global Security following such   of Trustee or Securities
Exchange    Global Security            Global Security           decrease or increase             Custodian

- --------    ---------------            ---------------           --------------------             ---------
                                                                                      



                                      A-13
   78
                                                                       EXHIBIT B

                       [FORM OF FACE OF EXCHANGE SECURITY]


                               USA NETWORKS, INC.
                                    USANi LLC

No. __                                  Principal Amount $__________,
                                          as revised by the Schedule of 
                                          Increases and Decreases in Global
                                          Security attached hereto

                                                             CUSIP NO. _________


                          6 3/4% Senior Notes Due 2005

      USA Networks, Inc., a Delaware corporation, and USANi LLC, a limited
liability company organized under the laws of Delaware, for value received,
promise to pay to _______________, or registered assigns, the principal sum of
_____________ Dollars on November 15, 2005.

      Interest Payment Dates: May 15 and November 15.
      Record Dates: May 1 and November 1.

      Additional provisions of this Security are set forth on the other side of
this Security. 

                                        USA NETWORKS, INC.

                                        By______________________________________


                                        USANi LLC

                                        By______________________________________
TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION


This is one of the Securities referred 
to in the within-mentioned Indenture.


                                       B-1
   79
THE CHASE MANHATTAN BANK


By________________________              Dated:_______________
  Authorized Officer

                                       B-2
   80
                   [FORM OF REVERSE SIDE OF EXCHANGE SECURITY]

                          6 3/4% Senior Notes Due 2005

1.    Interest

            USA Networks, Inc., a Delaware corporation (the "Company") and USANi
LLC, a limited liability company organized under the laws of Delaware ("USANi
LLC", together with the Company, and their respective successors and assigns
under this Indenture hereinafter referred to, being herein called the
"Issuers"), promise to pay interest on the principal amount of this Security at
the rate per annum shown above.

            The Issuers will pay interest semiannually on May 15 and November 15
of each year (each such date, an "Interest Payment Date"), commencing May 15,
1999 Interest on the Securities will accrue from November 23, 1998, or from the
most recent date to which interest has been paid on the Securities. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.


2.    Method of Payment

            By no later than 1:00 p.m. (New York City time) on the date on which
any Principal of or interest on any Security is due and payable, the Issuers
shall irrevocably deposit with the Trustee or the Paying Agent money sufficient
to pay such Principal and/or interest. The Issuers will pay interest (except
defaulted interest) to the Persons who are registered Holders of Securities at
the close of business on the May 1 or November 1 next preceding the Interest
Payment Date even if Securities are cancelled, repurchased or redeemed after the
record date and on or before the Interest Payment Date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Issuers will pay
Principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. Payments in respect of
Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by the transfer of immediately available funds
to the accounts specified by the Depository Trust Company. The Issuers may make
all payments in respect of a Definitive Security (including principal, premium,
if any, and interest) by mailing a check to the registered address of each
Holder thereof or by wire transfer to an account located in the United States
maintained by the payee.


                                       B-3
   81
3.    Paying Agent and Registrar

            Initially, The Chase Manhattan Bank, a New York banking corporation
(the "Trustee"), will act as Paying Agent and Registrar. The Issuers may appoint
and change any Paying Agent or Registrar without notice to any Securityholder.
The Issuers or any of their domestically incorporated wholly owned Subsidiaries
may act as Paying Agent.


4.    Indenture

            The Issuers issued the Securities under an Indenture dated as of
November 23, 1998 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), between the Issuers, the
Guarantors and the Trustee. The terms of the Securities include those stated in
this Indenture and those made part of this Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on
the date of this Indenture (the "Act"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in this Indenture. The
Securities are subject to all such terms, and Securityholders are referred to
this Indenture and the Act for a statement of those terms.

            The Securities are senior obligations of the Issuers limited to
$500,000,000 aggregate principal amount (subject to Section 2.10 of the
Indenture). The Security is one of the Exchange Securities referred to in the
Indenture. The Securities include the Initial Securities and any Exchange
Securities issued in exchange for the Initial Securities pursuant to the
Indenture and the Registration Rights Agreement. The Initial Securities, and the
Exchange Securities are treated as a single class of securities under the
Indenture. The Indenture imposes certain limitations on the ability of the
Issuers and their respective subsidiaries to create liens, enter into sale and
leaseback transactions and enter into mergers and consolidations.

            To guarantee the due and punctual payment of the principal, premium,
if any, and interest on the Securities and all other amounts payable by the
Issuers under the Indenture and the Securities when and as the same shall be due
and payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Guarantors have unconditionally
guaranteed (and future Guarantors, together with the Guarantors, will
unconditionally guarantee), jointly and severally, such obligations on a senior
basis pursuant to the terms of the Indenture.

5.    Optional Redemption

            The Securities are redeemable, in whole or in part, at any time and
from time to time, at the option of the Issuers, at a redemption price equal to
the greater of (i) 100% of the principal amount of such Securities and (ii) the
sum of the present values of the Remaining Scheduled Payments of Principal,
discounted to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points,
plus accrued interest thereon to the date of redemption.


                                       B-4
   82
            "Treasury Rate" means, with respect to any redemption date for the
Securities, the rate per annum equal to the semiannual equivalent yield to
maturity (computed as of the second Business Day immediately preceding such
redemption date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities to be redeemed. "Independent Investment Banker"
means one of the Reference Treasury Dealers appointed by the Issuers.

            "Comparable Treasury Price" means, with respect to any redemption
date for the Securities, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such redemption date, as
set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
Business Day, (a) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New
York time, on the third Business Day preceding such redemption date.

            "Reference Treasury Dealer" means each of Chase Securities Inc. (and
its successors) and three other nationally recognized investment banking firms
that are Primary Treasury Dealers specified from time to time by the Issuers;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer (a "Primary Treasury Dealer"), the Issuers shall
substitute therefor another nationally recognized investment banking firm that
is a Primary Treasury Dealer.

            "Remaining Scheduled Payments" means, with respect to each Security
to be redeemed, the remaining scheduled payments of the Principal thereof and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
Interest Payment Date with respect to such Security, the


                                       B-5
   83
amount of the next succeeding scheduled interest payment thereon will be reduced
by the amount of interest accrued thereon to such redemption date.

            Except as set forth above, the Securities will not be redeemable by
the Issuers prior to maturity and will not be entitled to the benefit of any
sinking fund.


6.    Notice of Redemption

            Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date by first-class mail to each Holder of
Securities to be redeemed at his registered address. Securities in denominations
of principal amount larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued and unpaid interest on all Securities (or portions thereof) to be
redeemed on the redemption date is deposited with the Paying Agent on or before
the redemption date and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.


7.    Denominations; Transfer; Exchange

            The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may register transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange any Securities selected for redemption (except, in
the case of a Security to be redeemed in part, the portion of the Security not
to be redeemed) for a period beginning 15 days before a selection of Securities
to be redeemed and ending on the date of such selection.

8.    Persons Deemed Owners

            The registered holder of this Security may be treated as the owner
of it for all purposes.


9.    Unclaimed Money

            If money for the payment of Principal or interest remains unclaimed
for two years after the date of payment of Principal and interest, the Trustee
or Paying Agent shall pay the money back to the Issuers at their request unless
an abandoned property law designates


                                       B-6
   84
another Person. After any such payment, Holders entitled to the money must look
only to the Issuers and not to the Trustee for payment.


10.   Defeasance

            Subject to certain conditions set forth in the Indenture, the
Issuers at any time may terminate some or all of their obligations under the
Securities and the Indenture if the Issuers deposit with the Trustee money or
U.S. Government Obligations for the payment of Principal of and interest on the
Securities to redemption or maturity, as the case may be.


11.   Amendment, Waiver

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the outstanding Securities
and (ii) any default or noncompliance with any provision of the Indenture or the
Securities may be waived with the written consent of the Holders of a majority
in principal amount of the outstanding Securities. Subject to certain exceptions
set forth in the Indenture, without the consent of any Securityholder, the
Issuers and the Trustee may amend the Indenture or the Securities to cure any
ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the
Indenture, or to provide for uncertificated Securities in addition to or in
place of certificated Securities, or to add guarantees with respect to the
Securities or to add security for the Securities, or to add additional covenants
of or surrender rights and powers conferred on the Issuers, or to comply with
any request of the SEC in connection with qualifying the Indenture under the
Act, or to make any change that does not adversely affect the rights of any
Securityholder.


12.   Defaults and Remedies

            Under the Indenture, Events of Default include (i) default for 30
days in payment of interest on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon redemption pursuant to paragraph 5
of the Securities, upon declaration or otherwise; (iii) failure by the Issuers
to comply with other agreements in the Indenture or the Securities, subject to
notice and lapse of time; (iv) a failure to pay within any grace period after
maturity other indebtedness of the Issuers in an amount in excess of $25
million, subject to notice and lapse of time; provided, however, that if any
such failure shall cease, then the Event of Default by reason thereof shall be
deemed likewise to have been cured; (v) certain accelerations of other
indebtedness of the Issuers if the amount accelerated exceeds $25 million,
subject to notice and lapse of time; provided, however, that if any such default
or acceleration shall be cured, waived, rescinded or annulled, then the Event of
Default by reason thereof shall be deemed likewise to have been cured; (vi) any
Guarantee ceasing to be in full


                                       B-7
   85
force and effect (except as contemplated by the terms of the Indenture) or any
Guarantor denying or disaffirming in writing its obligations under the Indenture
of its Guarantee or (vii) certain events of bankruptcy or insolvency with
respect to the Issuers.

            If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Securities may
declare all the Securities to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the
Securities being due and payable immediately upon the occurrence of such Events
of Default.

            Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default or
Event of Default (except a Default or Event of Default in payment of Principal
or interest) if it determines that withholding notice is not opposed to their
interest.


13.   Trustee Dealings with the Issuers

            Subject to certain limitations set forth in this Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Issuers and may otherwise deal with the Issuers
with the same rights it would have if it were not Trustee.


14.   No Recourse Against Others

            A director, officer, employee or stockholder, as such, of each of
the Issuers or any Guarantor shall not have any liability for any obligations of
the Issuers under the Securities, this Indenture or any Guarantee or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.


15.   Authentication

            This Security shall not be valid until an authorized officer of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.


                                       B-8
   86
16.   Abbreviations

            Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants
in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).


17.   CUSIP Numbers

            Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Issuers have caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


18.   Governing Law

            This Security shall be governed by, and construed in accordance
with, the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby.


                                       B-9
   87
                                 ASSIGNMENT FORM

                To assign this Security, fill in the form below:

                  I or we assign and transfer this Security to

              (Print or type assignee's name, address and zip code)

                  (Insert assignee's soc. sec. or tax I.D. No.)

     and irrevocably appoint                agent to transfer this Security on 
     the books of the Issuers. The agent may substitute another to act for him.

________________________________________________________________________________

Date:____________________                     Your Signature:___________________

Signature Guarantee:______________________________
(Signature must be guaranteed by a participant in a recognized Signature
Guarantee Medallion Program or other signature guarantor program reasonably
acceptable to the Trustee)


________________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.


                                      B-10
   88
                                                                       EXHIBIT C


                                FORM OF GUARANTEE

            This Supplemental Indenture, dated as of [__________] (this
"Supplemental Indenture" or "Guarantee"), among [name of future Guarantor] (the
"New Guarantor"), USA Networks, Inc. (the "Company"), USANi LLC, ("USANi LLC")
(together with their respective successors and assigns of the Company and USANi
LLC, the "Issuers"), each other then existing Guarantor under the Indenture
referred to below, and The Chase Manhattan Bank, as Trustee under the Indenture
referred to below.


                              W I T N E S S E T H:

            WHEREAS, the Issuers and the Trustee have heretofore executed and
delivered an Indenture, dated as of November 23, 1998 (as amended, supplemented,
waived or otherwise modified, the "Indenture"), providing for the issuance of an
aggregate principal amount of $500 million of 6 3/4% Senior Notes due 2005 of
the Issuers (the "Securities");

            WHEREAS, Section 4.4 of the Indenture provides that the Issuers are
required to cause each Subsidiary created or acquired by either of the Issuers
and which becomes an Existing Credit Agreement Guarantor to execute and deliver
to the Trustee a Guarantee pursuant to which such Subsidiary will
unconditionally Guarantee, on a joint and several basis with the other
Guarantors, the full and prompt payment of the principal of, premium, if any,
and interest on the Securities on a senior basis; and

            WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and
the Issuers are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture, without the consent of any Securityholder;

            NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Issuers, the other Guarantors and the Trustee mutually covenant
and agree for the equal and ratable benefit of the holders of the Securities as
follows:

                                    ARTICLE I

                                   Definitions

            SECTION I.1 Defined Terms. As used in this Guarantee, terms defined
in the Indenture or in the preamble or recital hereto are used herein as therein
defined, except that the term "Holders" in this Guarantee shall refer to the
term "Holders" as defined in the Indenture


                                       C-1
   89
and the Trustee acting on behalf or for the benefit of such holders. The words
"herein," "hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.

                                   ARTICLE II

                        Agreement to be Bound; Guarantee

            SECTION 2.1 Agreement to be Bound. The New Guarantor hereby becomes
a party to the Indenture as a Guarantor and as such will have all of the rights
and be subject to all of the obligations and agreements of a Guarantor under the
Indenture. The New Guarantor agrees to be bound by all of the provisions of the
Indenture applicable to a Guarantor and to perform all of the obligations and
agreements of a Guarantor under the Indenture.

            SECTION 2.2 Guarantee. The New Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, jointly and severally with each other Guarantor, to each Holder of the
Securities and the Trustee, the full and punctual payment when due, whether at
maturity, by acceleration, by redemption or otherwise, of the Obligations
pursuant to Article X of the Indenture and subject to the terms and conditions
of the Indenture.


                                   ARTICLE III

                                  Miscellaneous

            SECTION 3.1 Notices. All notices and other communications to the New
Guarantor shall be given as provided in the Indenture to the New Guarantor, at
its address set forth below, with a copy to the Issuers as provided in the
Indenture for notices to the Issuers.

            SECTION 3.2 Parties. Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.

            SECTION 3.3 Governing Law. This Supplemental Indenture shall be
governed by the laws of the State of New York.

            SECTION 3.4 Severability Clause. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.


                                       C-2
   90
            SECTION 3.5 Ratification of Indenture; Supplemental Indentures
Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.

            SECTION 3.6 Counterparts. The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.

            SECTION 3.7 Headings. The headings of the Articles and the
sections in this Guarantee are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions
hereof.

            IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.


                                    [NAME OF NEW GUARANTOR],
                                    as a Guarantor


                                    By:______________________________
                                       Name:
                                       Title:



                                    USA NETWORKS, INC.


                                    By:______________________________
                                       Name: Thomas J. Kuhn
                                       Title: Senior Vice President and General 
                                              Counsel



                                    USANi LLC


                                    By:______________________________
                                       Name:  Thomas J. Kuhn
                                       Title: Senior Vice President and General 
                                              Counsel






                                       C-3
   91
                                       C-4
   92
                                    NEW-U STUDIOS, INC.

                                    By______________________________
                                      Name:  Thomas J. Kuhn
                                      Title: Senior Vice President and General 
                                             Counsel

                                    STUDIOS USA TELEVISION LLC
                                    STUDIOS USA FIRST RUN TELEVISION LLC
                                    STUDIOS USA PICTURES LLC 
                                    STUDIOS USA TALK PRODUCTIONS LLC 
                                    STUDIOS USA TELEVISION TALK LLC 
                                    STUDIOS USA PICTURES DEVELOPMENT LLC 
                                    STUDIOS USA TELEVISION DISTRIBUTION LLC 
                                    NEW-U PICTURES FACILITIES LLC 
                                    STUDIOS USA TALK VIDEO LLC
                                    STUDIOS USA DEVELOPMENT LLC 
                                    STUDIOS USA TALK VIDEO LLC

                                    By______________________________
                                      Name:  Thomas J. Kuhn
                                      Title: Assistant Secretary

                                    USAi SUB, INC.

                                    By______________________________
                                      Name:  Thomas J. Kuhn
                                      Title: Vice President and Secretary


                                    USA BROADCASTING, INC.
                                    USA STATION GROUP, INC.
                                    USA STATION GROUP OF HOUSTON, INC.
                                    USA STATION GROUP OF DALLAS, INC.
                                    USA STATION GROUP OF ILLINOIS, INC.
                                    USA STATION GROUP OF MASSACHUSETTS, INC.
                                    USA STATION GROUP OF NEW JERSEY, INC.
                                    USA STATION GROUP OF OHIO, INC.
                                    USA STATION GROUP OF VINELAND, INC.
                                    USA STATION GROUP OF ATLANTA, INC.
                                    USA STATION GROUP OF VIRGINIA, INC.
                                    USA STATION GROUP OF SOUTHERN
                                    CALIFORNIA, INC.
                                    USA STATION GROUP OF TAMPA, INC.


                                       C-4
   93
                                    USA STATION GROUP OF HOLLYWOOD FLORIDA, INC.
                                    USA STATION GROUP OF NORTHERN CALIFORNIA, 
                                      INC.
                                    SILVER KING INVESTMENT HOLDINGS, INC.
                                    SILVER KING CAPITAL CORPORATION TELEMATION, 
                                      INC.
                                    USA BROADCASTING PRODUCTIONS, INC.
                                    USA STATION GROUP PARTNERSHIP OF DALLAS
                                    USA STATION GROUP PARTNERSHIP OF HOUSTON 
                                    USA STATION GROUP PARTNERSHIP OF ILLINOIS
                                    USA STATION GROUP PARTNERSHIP OF
                                      MASSACHUSETTS
                                    USA STATION GROUP PARTNERSHIP OF NEW JERSEY
                                    USA STATION GROUP PARTNERSHIP OF OHIO
                                    USA STATION GROUP PARTNERSHIP OF VINELAND
                                    SKMD BROADCASTING PARTNERSHIP
                                    USA STATION GROUP PARTNERSHIP OF SOUTHERN 
                                      CALIFORNIA
                                    USA STATION GROUP PARTNERSHIP OF TAMPA
                                    USA STATION GROUP PARTNERSHIP OF HOLLYWOOD, 
                                      FLORIDA

                                    By______________________________
                                      Name:  Julius Genachowski
                                      Title: Vice President and Secretary


                                       C-5
   94
                                    MIAMI, USA BROADCASTING PRODUCTIONS, INC.
                                    MIAMI, USA BROADCASTING STATION PRODUCTIONS,
                                      INC.

                                    By______________________________
                                      Name:  Julius Genachowski
                                      Title: Vice President


                                    SK HOLDINGS, INC.

                                    By______________________________
                                      Name:  H. Steven Holtzman
                                      Title: Secretary


                                    HOME SHOPPING NETWORK, INC.
                                    USANi  SUB LLC
                                    HOME SHOPPING CLUB LP
                                    NATIONAL CALL CENTER LP
                                    INTERNET SHOPPING NETWORK LLC
                                    HSN CAPITAL LLC
                                    HSN FULFILLMENT LLC
                                    HSN REALTY LLC
                                    HSN OF NEVADA LLC
                                    NEW-U STUDIOS HOLDINGS, INC.
                                    HSN HOLDINGS, INC.
                                    HSN GENERAL PARTNER LLC
                                    USA NETWORKS PARTNER LLC
                                    USA NETWORKS HOLDINGS, INC.

                                    By______________________________
                                      Name:  H. Steven Holtzman
                                      Title: Assistant Secretary


                                    USA NETWORKS (NEW YORK GENERAL PARTNERSHIP)
                                      By USANi Sub LLC, its General Partner

                                    By______________________________
                                      Name:  H. Steven Holtzman
                                      Title: Assistant Secretary


                                       C-6
   95
                                    STUDIOS USA LLC
                                    
                                    By______________________________
                                      Name:  Vance Van Petten
                                      Title: Executive Vice President


                                    TICKETMASTER GROUP, INC.
                                    TICKETMASTER TICKETING CO., INC.
                                    TICKETMASTER CORPORATION
                                    
                                    By______________________________
                                      Name:  Eugene L. Cobuzzi
                                      Title: Chief Operating Officer


                                       C-7
   96
                                    THE CHASE MANHATTAN BANK,
                                      as Trustee


                                    By:______________________________
                                       Name:
                                       Title:


                                       C-8
   97
                                                                       EXHIBIT D
                                     [Date]

The Chase Manhattan Bank
15th Floor
450 West 33rd Street
New York, NY 10001
Attention:  Corporate Trust Services Division

Dear Sirs:

         This certificate is delivered to request a transfer of $      principal
amount of the 6 3/4% Senior Notes due 2005 (the "Securities") of USA Networks,
Inc. and USANi LLC (the "Issuers").

         Upon transfer, the Securities would be registered in the name of the
new beneficial owner as follows:

                  Name: ___________________________________

                  Address: ________________________________

                  Taxpayer ID Number: _____________________

         The undersigned represents and warrants to you that:

         1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")) purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risk of our investment in the Securities
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We and any accounts for which we are acting are each
able to bear the economic risk of our or its investment.

         2. We understand that the Securities have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Securities to offer, sell or otherwise
transfer such Securities prior to the date which is two years after the later of
the date of original issue and the last date on which the Issuers or any
affiliate of the Issuers was the owner of such Securities (or any predecessor
thereto) (the


                                      D-1
   98

"Resale Restriction Termination Date") only (a) to the Issuers, (b) pursuant to
a registration statement which has been declared effective under the Securities
Act, (c) in a transaction complying with the requirements of Rule 144A under the
Securities Act, to a person we reasonably believe is a qualified institutional
buyer under Rule 144A (a "QIB") that purchases for its own account or for the
account of a QIB and to whom notice is given that the transfer is being made in
reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the
United States within the meaning of Regulation S under the Securities Act, (e)
to an institutional "accredited investor" within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that is purchasing for its own account
or for the account of such an institutional "accredited investor," in each case
in a minimum principal amount of Securities of $250,000 or (f) pursuant to any
other available exemption from the registration requirements of the Securities
Act, subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or accounts
be at all times within our or their control and in compliance with any
applicable state securities laws. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the Securities is proposed to be made pursuant to clause (e)
above prior to the Resale Restriction Termination Date, the transferor shall
deliver a letter from the transferee substantially in the form of this letter to
the Issuers and the Trustee, which shall provide, among other things, that the
transferee is an institutional "accredited investor" (within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring
such Securities for investment purposes and not for distribution in violation of
the Securities Act. Each purchaser acknowledges that the Issuers and the Trustee
reserve the right prior to any offer, sale or other transfer prior to the Resale
Termination Date of the Securities pursuant to clauses (d), (e) or (f) above to
require the delivery of an opinion of counsel, certifications and/or other
information satisfactory to the Issuers and the Trustee.

                                                TRANSFEREE:_____________________

                                                BY______________________________

                                                Signature Medallion Guaranteed


                                       D-2
   99

                                                                       EXHIBIT E
                                     [Date]

The Chase Manhattan Bank
15th Floor
450 West 33rd Street
New York, NY 10001
Attention:  Corporate Trust Services Division

                  Re:      USA Networks, Inc.
                           USANi LLC
                           6 3/4% Senior Notes due 2005 (the "Securities")

Ladies and Gentlemen:

         In connection with our proposed sale of $__________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the United States Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

         (a) the offer of the Securities was not made to a person in the United
    States;

         (b) either (i) at the time the buy order was originated, the transferee
    was outside the United States or we and any person acting on our behalf
    reasonably believed that the transferee was outside the United States or
    (ii) the transaction was executed in, on or through the facilities of a
    designated off-shore securities market and neither we nor any person acting
    on our behalf knows that the transaction has been pre-arranged with a buyer
    in the United States;

         (c) no directed selling efforts have been made in the United States in
    contravention of the requirements of Rule 903(b) or Rule 904(b) of
    Regulation S, as applicable; and

         (d) the transaction is not part of a plan or scheme to evade the
    registration requirements of the Securities Act.

         In addition, if the sale is made during a restricted period, we confirm
that such sale has been made in accordance with the applicable provisions of
Rule 903(b) or Rule 904(b), as the case may be.


                                       E-1
   100

         You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                  Very truly yours,

                  [Name of Transferor]

                  By:____________________________

                  _______________________________
                        Authorized Signature      Signature Medallion Guaranteed


                                       E-2

EX-4.3

   1
                                                                     Exhibit 4.3

                               USA NETWORKS, INC.
                                    USANi LLC

                    $500,000,000 6 3/4% Senior Notes due 2005



                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               November 23, 1998

CHASE SECURITIES INC.
BEAR, STEARNS & CO. INC.
BNY CAPITAL MARKETS, INC.
NATIONSBANK MONTGOMERY SECURITIES LLC
c/o Chase Securities Inc.
270 Park Avenue, 8th floor
New York, New York  10017


Ladies and Gentlemen:

            USA Networks, Inc. a Delaware corporation ("USAi"), and USANi LLC, a
limited liability company organized under the laws of the state of Delaware
("USANi LLC", and together with USAi, the "Issuers"), propose to issue and sell,
Home Shopping Network, Inc., a Delaware corporation ("Home Shopping"),
Ticketmaster Group, Inc., an Illinois corporation ("Ticketmaster"), USA
Broadcasting, Inc., a Delaware corporation ("Broadcasting" and, together with
Home Shopping and Ticketmaster, the "Significant Guarantors") and each direct or
indirect Subsidiary of the Company and USAi listed on Schedule 1 hereto and any
other Person that becomes an Existing Credit Agreement Guarantor (collectively,
the "Guarantors") propose to unconditionally guarantee (the "Guarantees") and
Chase Securities Inc., Bear, Stearns & Co. Inc., BNY Capital Markets, Inc. and
Nationsbank Montgomery Securities LLC (collectively, the "Initial Purchasers"),
propose to buy, upon the terms and subject to the conditions set forth in a
purchase agreement dated November 18, 1998 (the "Purchase Agreement"),
$500,000,000 aggregate principal amount of their joint and several 6 3/4% Senior
Notes due 2005 (the "Notes" and, together with the Guarantees, the
"Securities"). Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Purchase Agreement.

            As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Issuers and the Guarantors agree with the
Initial Purchasers, for the benefit of the holders (including the Initial
Purchasers) of the Securities and the Exchange Securities (as defined herein)
(collectively, the "Holders"), as follows:

1. Registered Exchange Offer. The Issuers and the Guarantors shall (i) prepare
and, not later than 120 days following the date of original issuance of the
Securities (the "Issue Date"), file with the Commission a registration statement
(the "Exchange Offer Registration Statement") on an appropriate form under the
Securities Act with respect to a proposed offer to the Holders of the Securities
(the "Registered Exchange Offer") to issue and

                                       12
   2
                                                                               2


deliver to such Holders, in exchange for each series of Notes and the related
Guarantees, a like aggregate principal amount of debt securities of such series
of the Issuers (collectively, the "Exchange Notes") and the related guarantees
of each such series of Exchange Notes by the Guarantors (the "Exchange
Guarantees" and, together with the Exchange Notes, the "Exchange Securities")
that are identical in all material respects to the Securities, except for the
transfer restrictions relating to the Notes, (ii) use their respective
reasonable best efforts to cause the Exchange Offer Registration Statement to
become effective under the Securities Act no later than 150 days after the Issue
Date and the Registered Exchange Offer to be consummated no later than 180 days
after the Issue Date and (iii) keep the Exchange Offer Registration Statement
effective for not less than 20 business days (or longer, if required by
applicable law) after the date on which notice of the Registered Exchange Offer
is mailed to the Holders (such period being called the "Exchange Offer
Registration Period"). The Exchange Securities will be issued under the
Indenture or an indenture (the "Exchange Securities Indenture") among the
Issuers, the Guarantors and the Trustee or such other bank or trust company that
is reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange
Securities Trustee"), such indenture to be identical in all material respects to
the Indenture, except for the transfer restrictions relating to the Securities
(as described above).

            The Issuers and the Guarantors shall commence the Registered
Exchange Offer as soon as practicable after the effectiveness of the Exchange
Offer Registration Statement, it being the objective of such Registered Exchange
Offer to enable each Holder electing to exchange Securities for Exchange
Securities (assuming that such Holder (a) is not an affiliate of the Issuers or
the Guarantors or an Exchanging Dealer (as defined herein) not complying with
the requirements of the next sentence, (b) acquires the Exchange Securities in
the ordinary course of such Holder's business and (c) has no arrangements or
understandings with any person to participate in the distribution of the
Exchange Securities) and to trade such Exchange Securities from and after their
receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states of
the United States. The Issuers, the Guarantors, the Initial Purchasers and each
Exchanging Dealer acknowledge that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, each Holder that is a
broker-dealer electing to exchange Securities, acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required to deliver a prospectus
containing substantially the information set forth in Annex A hereto on the
cover, in Annex B hereto in the "Exchange Offer Procedures" section and the
"Purpose of the Exchange Offer" section and in Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer.


            In connection with the Registered Exchange Offer, the Issuers and
the Guarantors shall:

            (a) mail to each Holder a copy of the prospectus forming part of the
      Exchange Offer Registration Statement, together with an appropriate letter
      of transmittal and related documents;
   3
                                                                               3


            (b) keep the Registered Exchange Offer open for not less than 20
      business days (or longer, if required by applicable law) after the date on
      which notice of the Registered Exchange Offer is mailed to the Holders;

            (c) utilize the services of a depositary for the Registered Exchange
      Offer with an address in the Borough of Manhattan, The City of New York
      which may be the Trustee or an affiliate of the Trustee;

            (d) permit Holders to withdraw tendered Securities at any time prior
      to the close of business, New York City time, on the last business day on
      which the Registered Exchange Offer shall remain open; and

            (e) otherwise comply with all laws that are applicable to the
      Registered Exchange Offer.

            As soon as practicable after the close of the Registered Exchange
Offer the Issuers and the Guarantors shall:

            (a) accept for exchange all Securities tendered and not validly
      withdrawn pursuant to the Registered Exchange Offer;

            (b) deliver to the Trustee for cancellation all Securities so
      accepted for exchange; and

            (c) cause the Trustee or the Exchange Securities Trustee, as the
      case may be, promptly to authenticate and deliver to each Holder, Exchange
      Securities of the applicable series equal in principal amount to the
      Securities of such series of such Holder so accepted for exchange.

            The Issuers and the Guarantors shall use their respective reasonable
best efforts to keep the Exchange Offer Registration Statement effective and to
amend and supplement the prospectus contained therein in order to permit such
prospectus to be used by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons must
comply with such requirements in order to resell the Exchange Securities;
provided that (i) in the case where such prospectus and any amendment or
supplement thereto must be delivered by an Exchanging Dealer, such period shall
be the lesser of 180 days and the date on which all Exchanging Dealers have sold
all Exchange Securities held by them and (ii) the Issuers and the Guarantors
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 90 days after the consummation of the
Registered Exchange Offer.

            The Indenture or the Exchange Securities Indenture, as the case may
be, shall provide that the Securities and the Exchange Securities of each series
shall vote and consent together on all matters as one class and that none of the
Securities or the Exchange Securities of a series will have the right to vote or
consent as a separate class on any matter.
   4
                                                                               4


            Interest on each Exchange Security of a series issued pursuant to
the Registered Exchange Offer will accrue from the last interest payment date on
which interest was paid on the Securities of such series surrendered in exchange
therefor or, if no interest has been paid on the Securities of such series, from
the Issue Date.

            Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Issuers and the Guarantors that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an affiliate
of the Issuers or the Guarantors or, if it is such an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

            Notwithstanding any other provisions hereof, the Issuers and the
Guarantors will ensure that (i) any Exchange Offer Registration Statement and
any amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations of the Commission thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, does not,
as of the consummation of the Registered Exchange Offer, include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

2. Shelf Registration. If (i) because of any change in law or applicable
interpretations thereof by the Commission's staff the Issuers and the Guarantors
are not permitted to effect the Registered Exchange Offer as contemplated by
Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is
not consummated within 180 days after the Issue Date, or (iii) any Initial
Purchaser so requests with respect to Securities not eligible to be exchanged
for Exchange Securities in the Registered Exchange Offer and held by it
following the consummation of the Registered Exchange Offer, or (iv) any
applicable law or interpretations do not permit any Holder to participate in the
Registered Exchange Offer, or (v) any Holder that participates in the Registered
Exchange Offer does not receive freely transferable Exchange Securities in
exchange for tendered Securities, or (vi) the Issuers so elect, then the
following provisions shall apply:

            (a) The Issuers and the Guarantors shall use their respective
reasonable best efforts to file as promptly as practicable (but in no event more
than 45 days after so required or
   5
                                                                               5


requested pursuant to this Section 2) with the Commission, and thereafter shall
use their respective reasonable best efforts to cause to be declared effective,
a shelf registration statement on an appropriate form under the Securities Act
relating to the offer and sale of the Transfer Restricted Securities (as defined
herein) by the Holders thereof from time to time in accordance with the methods
of distribution set forth in such registration statement (hereafter, a "Shelf
Registration Statement" and, together with any Exchange Offer Registration
Statement, a "Registration Statement"); provided, however, that no Holder (other
than an Initial Purchaser) shall be entitled to have the Securities held by it
covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all the provisions of this Agreement applicable to such
Holder.

            (b) The Issuers and the Guarantors shall use their respective
reasonable best efforts to keep the Shelf Registration Statement continuously
effective in order to permit the prospectus forming part thereof to be used by
Holders of Transfer Restricted Securities for a period of two years from the
Issue Date or such shorter period that will terminate when all the Transfer
Restricted Securities covered by the Shelf Registration Statement have been sold
pursuant thereto or are no longer restricted securities (as defined in Rule 144
under the Securities Act, or any successor rule thereof) (in any such case, such
period being called the "Shelf Registration Period"). The Issuers and the
Guarantors shall be deemed not to have used their respective reasonable best
efforts to keep the Shelf Registration Statement effective during the requisite
period if it voluntarily takes any action that would result in Holders of
Transfer Restricted Securities covered thereby not being able to offer and sell
such Transfer Restricted Securities during that period, unless such action is
required by applicable law.

            (c) Notwithstanding any other provisions hereof, the Issuers and the
Guarantors will ensure that (i) any Shelf Registration Statement and any
amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations of the Commission thereunder, (ii) any Shelf Registration
Statement and any amendment thereto (in either case, other than with respect to
information included therein in reliance upon or in conformity with written
information furnished to the Issuers and the Guarantors by or on behalf of any
Holder specifically for use therein (the "Holders' Information")) does not, when
it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any prospectus forming part of any
Shelf Registration Statement, and any supplement to such prospectus (in either
case, other than with respect to Holders' Information), does not include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

            (d) Notwithstanding anything to the contrary set forth in this
Agreement, if the Company is required to file a Shelf Registration Statement
pursuant to this Section 2, the Company may postpone or suspend the filing or
effectiveness of such Shelf Registration Statement (or any amendment or
supplements thereto) (the "Suspension Period") (i) if such action is required by
applicable law or (ii) for up to an aggregate of 60 days (but for not more than
30 consecutive days) during any consecutive 365 day period, if such action is
taken by the Company in good faith and for valid business reasons (not including
the avoidance of the Company's obligations hereunder), including the premature
disclosure of material nonpublic information which, if disclosed at such time,
would be materially harmful to the interests of the
   6
                                       6


Company and it shareholders, so long as the Company promptly thereafter complies
with the requirements of this Section 2; provided that, in the case of (i) and
(ii), the Shelf Registration Period shall be extended by the length of the
Suspension Period. This Section 2(d) shall not affect the Company's obligations,
if any, to pay Additional Interest pursuant to Section 3 of this Agreement.

3. Additional Interest. (a) The parties hereto agree that the Holders of
Transfer Restricted Securities will suffer damages if the Issuers or the
Guarantors fail to fulfill their obligations under Section 1 or Section 2, as
applicable, and that it would not be feasible to ascertain the extent of such
damages. Accordingly, if (i) the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, is not filed with the
Commission on or prior to 120 days after the Issue Date (or in the case of a
Shelf Registration Statement required to be filed in response to change in law
or the applicable interpretations of Commission's staff, if later, within 45
days after publication of the change in law or interpretation), (ii) the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
the case may be, is not declared effective within 150 days after the Issue Date
(or in the case of a Shelf Registration Statement required to be filed in
response to a change in law or the applicable interpretations of Commission's
staff, if later, within 45 days after publication of the change in law or
interpretation), (iii) the Registered Exchange Offer is not consummated on or
prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement
is filed and declared effective within 150 days after the Issue Date (or in the
case of a Shelf Registration Statement required to be filed in response to a
change in law or the applicable interpretations of Commission's staff, if later,
within 45 days after publication of the change in law or interpretation) but
shall thereafter cease to be effective (at any time that the Issuers are
obligated to maintain the effectiveness thereof) without being succeeded within
90 days by an additional Registration Statement filed and declared effective
(each such event referred to in clauses (i) through (iv), a "Registration
Default"), additional cash interest ("Additional Interest") will accrue on the
Notes at the rate of 0.25% per annum from and including the date on which any
such Registration Default shall occur to but excluding the date on which (i) the
applicable Registration Statement is filed, (ii) the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, is declared
effective, (iii) the Registered Exchange Offer is consummated or (iv) the Shelf
Registration Statement again becomes effective, as the case may be. Following
the cure of all Registration Defaults, the accrual of Additional Interest will
cease. As used herein, the term "Transfer Restricted Securities" means (i) each
Security until the date on which such Security has been exchanged for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) each
Security until the date on which it has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iii) each Security until the date on which it is distributed to
the public pursuant to Rule 144 under the Securities Act or is saleable pursuant
to Rule 144(k) under the Securities Act. Notwithstanding anything to the
contrary in this Section 3(a), the Issuers and the Guarantors shall not be
required to pay Additional Interest to a Holder of Transfer Restricted
Securities if such Holder failed to comply with its obligations to make the
representations set forth in the second to last paragraph of Section 1 or failed
to provide the information required to be provided by it, if any, pursuant to
Section 4(n). The Company shall have no obligation to pay additional Additional
Interest in respect of any subsequent Registration Default so long as the
Company continues to accrue Additional Interest with respect to an earlier
Registration Default.
   7
                                                                               7


            (b) The Issuers and the Guarantors shall notify the Trustee and the
Paying Agent under the Indenture immediately upon the happening of each and
every Registration Default. The Issuers and the Guarantors shall pay the
Additional Interest due on the Transfer Restricted Securities by depositing with
the Paying Agent (which may not be the Company for these purposes), in trust,
for the benefit of the Holders thereof, prior to 10:00 a.m., New York City time,
on the next interest payment date specified by the Indenture and the Securities,
sums sufficient to pay the Additional Interest then due. The Additional Interest
due shall be payable on each interest payment date specified by the Indenture
and the Securities to the record holder entitled to receive the interest payment
to be made on such date. Each obligation to pay Additional Interest shall be
deemed to accrue from and including the date of the applicable Registration
Default.

            (c) The parties hereto agree that the Additional Interest provided
for in this Section 3 constitutes a reasonable estimate of and is intended to
constitute the sole damages that will be suffered by Holders of Transfer
Restricted Securities by reason of the failure of (i) the Shelf Registration
Statement or the Exchange Offer Registration Statement to be filed, (ii) the
Shelf Registration Statement to be declared effective, (iii) the Shelf
Registration Statement to again become effective or (iv) the Exchange Offer
Registration Statement to be declared effective and the Registered Exchange
Offer to be consummated, in each case to the extent required by this Agreement.

4. Registration Procedures. In connection with any Registration Statement, the
following provisions shall apply:

            (a) The Issuers and the Guarantors shall (i) furnish to each Initial
Purchaser, prior to the filing thereof with the Commission, a copy of the
Registration Statement and each amendment thereof and each supplement, if any,
to the prospectus included therein and shall use their reasonable best efforts
to reflect in each such document, when so filed with the Commission, such
comments as any Initial Purchaser may reasonably propose on a timely basis; (ii)
include the information set forth in Annex A hereto on the cover, in Annex B
hereto in the "Exchange Offer Procedures" section and the "Purpose of the
Exchange Offer" section and in Annex C hereto in the "Plan of Distribution"
section of the prospectus forming a part of the Exchange Offer Registration
Statement, and include the information set forth in Annex D hereto in the Letter
of Transmittal delivered pursuant to the Registered Exchange Offer; and (iii) if
requested by any Initial Purchaser, include the information required by Items
507 or 508 of Regulation S-K, as applicable, in the prospectus forming a part of
the Exchange Offer Registration Statement.

            (b) The Issuers and the Guarantors shall advise each Initial
Purchaser, each Exchanging Dealer and the Holders (if applicable) and, if
requested by any such person, confirm such advice in writing (which advice
pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to
suspend the use of the prospectus until the requisite changes have been made):

            (i) when any Registration Statement and any amendment thereto has
      been filed with the Commission and when such Registration Statement or any
      post-effective amendment thereto has become effective;
   8
                                                                               8


            (ii) of any request by the Commission for amendments or supplements
      to any Registration Statement or the prospectus included therein or for
      additional information;

            (iii) of the issuance by the Commission of any stop order suspending
      the effectiveness of any Registration Statement or the initiation of any
      proceedings for that purpose;

            (iv) of the receipt by the Issuers of any notification with respect
      to the suspension of the qualification of the Securities or the Exchange
      Securities for sale in any jurisdiction or the initiation or threatening
      of any proceeding for such purpose; and

             (v) of the happening of any event that requires the making of any
      changes in any Registration Statement or the prospectus included therein
      in order that the statements therein are not misleading and do not omit to
      state a material fact required to be stated therein or necessary to make
      the statements therein not misleading.

            (c) The Issuers and the Guarantors will make every reasonable effort
to obtain the withdrawal at the earliest possible time of any order suspending
the effectiveness of any Registration Statement.

            (d) The Issuers and the Guarantors will furnish to each Holder of
Transfer Restricted Securities included within the coverage of any Shelf
Registration Statement, without charge, at least one conformed copy of such
Shelf Registration Statement and any post-effective amendment thereto, including
financial statements and schedules and, if any such Holder so requests in
writing, all exhibits thereto (including those, if any, incorporated by
reference).

            (e) The Issuers and the Guarantors will, during the Shelf
Registration Period, promptly deliver to each Holder of Transfer Restricted
Securities included within the coverage of any Shelf Registration Statement,
without charge, as many copies of the prospectus (including each preliminary
prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request; and the Issuers and
the Guarantors consent to the use of such prospectus or any amendment or
supplement thereto by each of the selling Holders of Transfer Restricted
Securities in connection with the offer and sale of the Transfer Restricted
Securities covered by such prospectus or any amendment or supplement thereto.

            (f) The Issuers and the Guarantors will furnish to each Initial
Purchaser and each Exchanging Dealer, and to any other Holder who so requests,
without charge, at least one conformed copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules and, if any Initial Purchaser or Exchanging Dealer or
any such Holder so requests in writing, all exhibits thereto (including those,
if any, incorporated by reference).

            (g) The Issuers and the Guarantors will, during the Exchange Offer
Registration Period or the Shelf Registration Period, as applicable, promptly
deliver to each Initial Purchaser, each Exchanging Dealer and such other persons
that are required to deliver a prospectus following the Registered Exchange
Offer, without charge, as many copies of the final
   9
                                                                               9


prospectus included in the Exchange Offer Registration Statement or the Shelf
Registration Statement and any amendment or supplement thereto as such Initial
Purchaser, Exchanging Dealer or other persons may reasonably request; and the
Issuers and the Guarantors consent to the use of such prospectus or any
amendment or supplement thereto by any such Initial Purchaser, Exchanging Dealer
or other persons, as applicable, as aforesaid.

            (h) Prior to the effective date of any Registration Statement, the
Issuers and the Guarantors will use their respective reasonable best efforts to
register or qualify, or cooperate with the Holders of Securities or Exchange
Securities included therein and their respective counsel in connection with the
registration or qualification of, such Securities or Exchange Securities for
offer and sale under the securities or blue sky laws of such jurisdictions as
any such Holder reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the offer and sale in such jurisdictions
of the Securities or Exchange Securities covered by such Registration Statement;
provided that the Issuers and the Guarantors will not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified
or to take any action which would subject it to general service of process or to
taxation in any such jurisdiction where it is not then so subject.

            (i) The Issuers and the Guarantors will cooperate with the Holders
of Securities or Exchange Securities to facilitate the timely preparation and
delivery of certificates representing Securities or Exchange Securities to be
sold pursuant to any Registration Statement free of any restrictive legends and
in such denominations and registered in such names as the Holders thereof may
request in writing prior to sales of Securities or Exchange Securities pursuant
to such Registration Statement.

            (j) If any event contemplated by Section 4(b)(ii) through (v) occurs
during the period for which the Issuers and the Guarantors are required to
maintain an effective Registration Statement, the Issuers and the Guarantors
will promptly prepare and file with the Commission a post-effective amendment to
the Registration Statement or a supplement to the related prospectus or file any
other required document so that, as thereafter delivered to purchasers of the
Securities or Exchange Securities from a Holder, the prospectus will not include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

            (k) Not later than the effective date of the applicable Registration
Statement, the Issuers and the Guarantors will provide a CUSIP number for the
Securities and the Exchange Securities, as the case may be, and provide the
applicable trustee with printed certificates for the Securities or the Exchange
Securities, as the case may be, in a form eligible for deposit with The
Depository Trust Company.

            (l) The Issuers and the Guarantors will comply with all applicable
rules and regulations of the Commission and will make generally available to its
security holders as soon as practicable after the effective date of the
applicable Registration Statement an earning statement satisfying the provisions
of Section 11(a) of the Securities Act; provided that in no event shall such
earning statement be delivered later than 45 days after the end of a 12-month
period (or 90 days, if such period is a fiscal year) beginning with the first
month of the Issuers' or
   10
                                                                              10


the Guarantors' first fiscal quarter commencing after the effective date of the
applicable Registration Statement, which statement shall cover such 12-month
period.

            (m) The Issuers and the Guarantors will cause the Indenture or the
Exchange Securities Indenture, as the case may be, to be qualified under the
Trust Indenture Act as required by applicable law in a timely manner.

            (n) The Issuers and the Guarantors may require each Holder of
Transfer Restricted Securities to be registered pursuant to any Shelf
Registration Statement to furnish to the Issuers and the Guarantors such
information concerning the Holder and the distribution of such Transfer
Restricted Securities as the Issuers and the Guarantors may from time to time
reasonably require for inclusion in such Shelf Registration Statement, and the
Issuers and the Guarantors may exclude from such registration the Transfer
Restricted Securities of any Holder that fails to furnish such information
within a reasonable time after receiving such request.

            (o) In the case of a Shelf Registration Statement, each Holder of
Transfer Restricted Securities to be registered pursuant thereto agrees by
acquisition of such Transfer Restricted Securities that, upon receipt of any
notice from the Issuers or the Guarantors pursuant to Section 4(b)(ii) through
(v), such Holder will discontinue disposition of such Transfer Restricted
Securities until such Holder's receipt of copies of the supplemental or amended
prospectus contemplated by Section 4(j) or until advised in writing (the
"Advice") by the Issuers and the Guarantors that the use of the applicable
prospectus may be resumed. If the Issuers or the Guarantors shall give any
notice under Section 4(b)(ii) through (v) during the period that the Issuers and
the Guarantors are required to maintain an effective Registration Statement (the
"Effectiveness Period"), such Effectiveness Period shall be extended by the
number of days during such period from and including the date of the giving of
such notice to and including the date when each seller of Transfer Restricted
Securities covered by such Registration Statement shall have received (x) the
copies of the supplemental or amended prospectus contemplated by Section 4(j)
(if an amended or supplemental prospectus is required) or (y) the Advice (if no
amended or supplemental prospectus is required).

            (p) In the case of a Shelf Registration Statement, the Issuers and
the Guarantors shall enter into such customary agreements (including, if
requested, an underwriting agreement in customary form) and take all such other
action, if any, as Holders of a majority in aggregate principal amount of the
Securities and Exchange Securities being sold or the managing underwriters (if
any) shall reasonably request in order to facilitate any disposition of
Securities or Exchange Securities pursuant to such Shelf Registration Statement.

            (q) In the case of a Shelf Registration Statement, the Issuers and
the Guarantors shall (subject to entering into customary confidentiality
agreements) (i) make reasonably available for inspection by a representative of,
and Special Counsel (as defined below) acting for, Holders of a majority in
aggregate principal amount of the Securities and Exchange Securities being sold
and any underwriter participating in any disposition of Securities or Exchange
Securities pursuant to such Shelf Registration Statement, all relevant financial
and other records, pertinent corporate documents and properties of the Issuers
and the Guarantors and their respective subsidiaries and (ii) use their
reasonable best efforts to have their respective officers, directors, employees,
accountants and counsel supply all relevant information
   11
                                       11


reasonably requested by such representative, Special Counsel or any such
underwriter (an "Inspector") in connection with such Shelf Registration
Statement.

            (r) In the case of a Shelf Registration Statement, the Issuers and
the Guarantors shall, if requested by Holders of a majority in aggregate
principal amount of the Securities and Exchange Securities being sold, their
Special Counsel or the managing underwriters (if any) in connection with such
Shelf Registration Statement, use their reasonable best efforts to cause (i)
their counsel to deliver an opinion relating to the Shelf Registration Statement
and the Securities or Exchange Securities, as applicable, in customary form,
(ii) their officers to execute and deliver all customary documents and
certificates requested by Holders of a majority in aggregate principal amount of
the Securities and Exchange Securities being sold, their Special Counsel or the
managing underwriters (if any) and (iii) their independent public accountants to
provide a comfort letter in customary form, subject to receipt of appropriate
documentation as contemplated, and only if permitted, by Statement of Auditing
Standards No. 72.

5. Registration Expenses. The Issuers and the Guarantors will bear all expenses
incurred in connection with the performance of their respective obligations
under Sections 1, 2, 3 and 4 and the Issuers and the Guarantors will reimburse
the Initial Purchasers and the Holders for the reasonable fees and disbursements
of one firm of attorneys (in addition to any local counsel) chosen by the
Holders of a majority in aggregate principal amount of the Securities and the
Exchange Securities to be sold pursuant to each Registration Statement (the
"Special Counsel") acting for the Initial Purchasers or Holders in connection
therewith.

6. Indemnification. (a) In the event of a Shelf Registration Statement or in
connection with any prospectus delivery pursuant to an Exchange Offer
Registration Statement by an Initial Purchaser or Exchanging Dealer, as
applicable, each of the Issuers and each Significant Guarantor shall, jointly
and severally, indemnify and hold harmless each Holder (including, without
limitation, any such Initial Purchaser or Exchanging Dealer), its affiliates,
their respective officers, directors, employees, representatives and agents, and
each person, if any, who controls such Holder within the meaning of the
Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 6(a) and Section 7 as a Holder) from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, without limitation, any loss, claim, damage, liability or action
relating to purchases and sales of Securities or Exchange Securities), to which
that Holder may become subject, whether commenced or threatened, under the
Securities Act, the Exchange Act, any other federal or state statutory law or
regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any such Registration
Statement or any prospectus forming part thereof or in any amendment or
supplement thereto or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and shall reimburse each Holder promptly upon demand for
any legal or other expenses reasonably incurred by that Holder in connection
with investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that neither the
Issuers nor the Significant Guarantors shall be liable in any such case to the
extent
   12
                                                                              12


that any such loss, claim, damage, liability or action arises out of, or is
based upon, an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and in conformity
with any Holders' Information; and provided, further, that with respect to any
such untrue statement in or omission from any related preliminary prospectus,
the indemnity agreement contained in this Section 6(a) shall not inure to the
benefit of any Holder from whom the person asserting any such loss, claim,
damage, liability or action received Securities or Exchange Securities to the
extent that such loss, claim, damage, liability or action of or with respect to
such Holder results from the fact that both (A) a copy of the final prospectus
was not sent or given to such person at or prior to the written confirmation of
the sale of such Securities or Exchange Securities to such person and (B) the
untrue statement in or omission from the related preliminary prospectus was
corrected in the final prospectus unless, in either case, such failure to
deliver the final prospectus was a result of non-compliance by the Issuers or
the Guarantors with Section 4(d), 4(e), 4(f) or 4(g).

            (b) In the event of a Shelf Registration Statement, each Holder
shall indemnify and hold harmless each of the Issuers and each Significant
Guarantor, their respective affiliates, their respective officers, directors,
employees, representatives and agents, and each person, if any, who controls
either of the Issuers or any Guarantor within the meaning of the Securities Act
or the Exchange Act (collectively referred to for purposes of this Section 6(b)
and Section 7 as the Company Indemnified Parties), from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Company Indemnified Parties may become subject, whether commenced
or threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with any Holders' Information
furnished to the Issuers and the Guarantors by such Holder, and shall reimburse
the Company Indemnified Parties for any legal or other expenses reasonably
incurred by the Company Indemnified Parties in connection with investigating or
defending or preparing to defend against or appearing as a third party witness
in connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that no such Holder shall be liable
for any indemnity claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Securities or Exchange Securities
pursuant to such Shelf Registration Statement.

            (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 6 except to the extent
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such failure; and provided, further, that the failure to
notify the indemnifying party shall not relieve it from any
   13
                                       13


liability which it may have to an indemnified party otherwise than under this
Section 6. If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 6 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than the reasonable costs of investigation;
provided, however, that an indemnified party shall have the right to employ its
own counsel in any such action, but the fees, expenses and other charges of such
counsel for the indemnified party will be at the expense of such indemnified
party unless (1) the employment of counsel by the indemnified party has been
authorized in writing by the indemnifying party, (2) the indemnified party has
reasonably concluded (based upon advice of counsel to the indemnified party)
that there may be legal defenses available to it or other indemnified parties
that are different from or in addition to those available to the indemnifying
party, (3) a conflict or potential conflict exists (based upon advice of counsel
to the indemnified party) between the indemnified party and the indemnifying
party (in which case the indemnifying party will not have the right to direct
the defense of such action on behalf of the indemnified party) or (4) the
indemnifying party has not in fact employed counsel reasonably satisfactory to
the indemnified party to assume the defense of such action within a reasonable
time after receiving notice of the commencement of the action, in each of which
cases the reasonable fees, disbursements and other charges of counsel will be at
the expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm of attorneys (in
addition to any local counsel) at any one time for all such indemnified party or
parties. Each indemnified party, as a condition of the indemnity agreements
contained in Sections 6(a) and 6(b), shall use all reasonable efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party (which
consent shall not be unreasonably withheld), effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

7. Contribution. If the indemnification provided for in Section 6 is unavailable
or insufficient to hold harmless an indemnified party under Section 6(a) or
6(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the relative
benefits received by the Issuers and the Guarantors from the offering and sale
of the Securities, on the one hand, and a Holder with respect to the sale by
such Holder of Securities or
   14
                                                                              14


Exchange Securities, on the other, or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Issuers and the Guarantors on the one
hand and such Holder on the other with respect to the statements or omissions
that resulted in such loss, claim, damage or liability, or action in respect
thereof, as well as any other relevant equitable considerations. The relative
benefits received by the Issuers and the Guarantors on the one hand and a Holder
on the other with respect to such offering and such sale shall be deemed to be
in the same proportion as the total net proceeds from the offering of the
Securities (before deducting expenses) received by or on behalf of the Issuers
and the Guarantors as set forth in the table on the cover of the Offering
Memorandum, on the one hand, bear to the total proceeds received by such Holder
with respect to its sale of Securities or Exchange Securities, on the other. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to the Issuers and the
Guarantors or information supplied by the Issuers and the Guarantors on the one
hand or to any Holders' Information supplied by such Holder on the other, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this Section 7 were to be determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 7 shall be deemed to include, for
purposes of this Section 7, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending or
preparing to defend any such action or claim. Notwithstanding the provisions of
this Section 7, an indemnifying party that is a Holder of Securities or Exchange
Securities shall not be required to contribute any amount in excess of the
amount by which the total price at which the Securities or Exchange Securities
sold by such indemnifying party to any purchaser exceeds the amount of any
damages which such indemnifying party has otherwise paid or become liable to pay
by reason of any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

8. Rules 144 and 144A. The Issuers and the Guarantors shall use their respective
reasonable best efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner and, if at any time the
Issuers and the Guarantors are not required to file such reports, they will,
upon the written request of any Holder of Transfer Restricted Securities, make
publicly available other information so long as necessary to permit sales of
such Holder's securities pursuant to Rules 144 and 144A. The Issuers and the
Guarantors covenant that they will take such further action as any Holder of
Transfer Restricted Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Transfer Restricted
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including, without limitation,
the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of
Transfer Restricted Securities, the Issuers and the Guarantors shall deliver to
such Holder a written statement as to whether they have complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be
deemed to require the Issuers and the Guarantors to
   15
                                                                              15


register any of their securities pursuant to the Exchange Act nor shall they be
deemed to require any Guarantor to file reports with the Commission or make
public any information that it would not be required by law to file or make
available.

9. Underwritten Registrations. If any of the Transfer Restricted Securities
covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of such Transfer Restricted Securities included in
such offering, subject to the consent of the Issuers and the Guarantors (which
shall not be unreasonably withheld or delayed), and such Holders shall be
responsible for all underwriting commissions and discounts in connection
therewith.

            No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

1. Miscellaneous. (a) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Issuers and
the Guarantors have obtained the written consent of Holders of a majority in
aggregate principal amount of the Securities and the Exchange Securities, taken
as a single class. Notwithstanding the foregoing, a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders whose Securities or Exchange Securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of a majority in
aggregate principal amount of the Securities and the Exchange Securities being
sold by such Holders pursuant to such Registration Statement.

            (b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier or air courier guaranteeing next-day delivery:

         (i) if to a Holder, at the most current address given by such Holder to
         the Issuers in accordance with the provisions of this Section 10(b),
         which address initially is, with respect to each Holder, the address of
         such Holder maintained by the Registrar under the Indenture, with a
         copy in like manner to Chase Securities Inc., Bear, Stearns & Co. Inc.,
         BNY Capital Markets, Inc., and Nationsbanc Montgomery Securities LLC at
         its address set forth on Annex E hereto;

         (ii) if to an Initial Purchaser, initially at its address set forth in
         the Purchase Agreement; and

         (iii) if to the Issuers or the Guarantors, initially at the address of
         the Issuers and the Guarantors set forth in the Purchase Agreement.
   16
                                                                              16


            All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; one business day
after being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

            (c) Successors And Assigns. This Agreement shall be binding upon the
Issuers, the Guarantors and their respective successors and assigns.

            (d) Counterparts. This Agreement may be executed in any number of
counterparts (which may be delivered in original form or by telecopier) and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

            (e) Definition of Terms. For purposes of this Agreement, (a) the
term "business day" means any day on which the New York Stock Exchange, Inc. is
open for trading, (b) the term "subsidiary" has the meaning set forth in Rule
405 under the Securities Act and (c) except where otherwise expressly provided,
the term "affiliate" has the meaning set forth in Rule 405 under the Securities
Act.

            (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (g) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

            (h) Remedies. In the event of a breach by the Issuers and/or the
Guarantors, on the one hand, or by any Holder, on the other hand, of any of
their obligations under this Agreement, each Holder or the Issuers or the
Guarantors, as the case may be, in addition to being entitled to exercise all
rights granted by law, including recovery of damages (other than the recovery of
damages for a breach by the Issuers and/or the Guarantors of their obligations
under Sections 1 or 2 hereof for which liquidated damages have been paid
pursuant to Section 3 hereof), will be entitled to specific performance of its
rights under this Agreement. The Issuers, the Guarantors and each Holder agree
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of any of the provisions of this Agreement and
hereby further agree that, in the event of any action for specific performance
in respect of such breach, it shall waive the defense that a remedy at law would
be adequate.
   17
                                                                              17


            (i) No Inconsistent Agreements. Each of the Issuers and each of the
Guarantors represents, warrants and agrees that (i) it has not entered into,
shall not, on or after the date of this Agreement, enter into any agreement that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof, (ii) it has not previously
entered into any agreement which remains in effect granting any registration
rights with respect to any of its debt securities to any person and (iii)
without limiting the generality of the foregoing, without the written consent of
the Holders of a majority in aggregate principal amount of the then outstanding
Transfer Restricted Securities, it shall not grant to any person the right to
request it to register any of its debt securities under the Securities Act
unless the rights so granted are not in conflict or inconsistent with the
provisions of this Agreement.

            (j) No Piggyback on Registrations. Neither the Issuers, the
Guarantors nor any of their security holders (other than the Holders of Transfer
Restricted Securities in such capacity) shall have the right to include any debt
securities of the Issuers and the Guarantors in any Shelf Registration or
Registered Exchange Offer other than Transfer Restricted Securities; provided
that this shall not prevent the Issuers from registering any other debt
securities by a shelf registration statement or other registration statement.

            (k) Severability. The remedies provided herein are cumulative and
not exclusive of any remedies provided by law. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their reasonable best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.
   18
                                                                              18


      Please confirm that the foregoing correctly sets forth the agreement among
the Issuers, the Guarantors and the Initial Purchasers.


                                       Very truly yours,

                                       USA NETWORKS, INC.

                                       By     /s/ Thomas J. Kuhn
                                         _________________________________
                                       Name:    Thomas J. Kuhn
                                       Title:   Senior Vice President and
                                                General Counsel


                                       USANi LLC

                                       By     /s/ Thomas J. Kuhn
                                         _________________________________
                                       Name:    Thomas J. Kuhn
                                       Title:   Senior Vice President and
                                                General Counsel


                                       NEW-U STUDIOS, INC.

                                       By     /s/ Thomas J. Kuhn
                                         _________________________________
                                       Name:    Thomas J. Kuhn
                                       Title:   Senior Vice President and
                                                General Counsel
   19
                                                                              19


                             STUDIOS USA TELEVISION LLC
                             STUDIOS USA FIRST RUN TELEVISION LLC
                             STUDIOS USA PICTURES LLC
                             STUDIOS USA TALK PRODUCTIONS LLC
                             STUDIOS USA TELEVISION TALK LLC
                             STUDIOS USA PICTURES DEVELOPMENT LLC
                             STUDIOS USA TELEVISION DISTRIBUTION LLC
                             NEW-U PICTURES FACILITIES LLC
                             STUDIOS USA TALK VIDEO LLC
                             STUDIOS USA DEVELOPMENT LLC
                             STUDIOS USA TALK VIDEO LLC


                             By     /s/ Thomas J. Kuhn
                               _________________________________

                             Name:    Thomas J. Kuhn
                             Title:   Assistant Secretary

                             USAi SUB, INC.

                             By     /s/ Thomas J. Kuhn
                               _________________________________

                             Name:    Thomas J. Kuhn
                             Title:   Vice President and Secretary


                             USA BROADCASTING, INC.
                             USA STATION GROUP, INC.
                             USA STATION GROUP OF HOUSTON, INC.
                             USA STATION GROUP OF DALLAS, INC.
                             USA STATION GROUP OF ILLINOIS, INC.
                             USA STATION GROUP OF MASSACHUSETTS, INC.
                             USA STATION GROUP OF NEW JERSEY, INC.
                             USA STATION GROUP OF OHIO, INC.
                             USA STATION GROUP OF VINELAND, INC.
                             USA STATION GROUP OF ATLANTA, INC.
                             USA STATION GROUP OF VIRGINIA, INC.
                             USA STATION GROUP OF SOUTHERN CALIFORNIA, INC.
                             USA STATION GROUP OF TAMPA, INC.
                             USA STATION GROUP OF HOLLYWOOD FLORIDA, INC.
                             USA STATION GROUP OF NORTHERN CALIFORNIA, INC.
                             SILVER KING INVESTMENT HOLDINGS, INC.
                             SILVER KING CAPITAL CORPORATION
   20
                                                                              20


                           TELEMATION, INC.
                           USA BROADCASTING PRODUCTIONS, INC.
                           USA STATION GROUP PARTNERSHIP OF DALLAS
                           USA STATION GROUP PARTNERSHIP OF HOUSTON
                           USA STATION GROUP PARTNERSHIP OF ILLINOIS
                           USA STATION GROUP PARTNERSHIP OF
                             MASSACHUSETTS
                           USA STATION GROUP PARTNERSHIP OF
                             NEW JERSEY
                           USA STATION GROUP PARTNERSHIP OF OHIO
                           USA STATION GROUP PARTNERSHIP OF VINELAND
                           SKMD BROADCASTING PARTNERSHIP
                           USA STATION GROUP PARTNERSHIP OF SOUTHERN
                             CALIFORNIA
                           USA STATION GROUP PARTNERSHIP OF TAMPA
                           USA STATION GROUP PARTNERSHIP OF
                             HOLLYWOOD, FLORIDA

                           By        /s/ Julius Genachowski
                             ______________________________________
                             Name:    Julius Genachowski
                             Title:   Vice President and Secretary


                           MIAMI, USA BROADCASTING PRODUCTIONS, INC.
                           MIAMI, USA BROADCASTING STATION PRODUCTIONS, INC.

                           By        /s/ Julius Genachowski
                             ______________________________________
                              Name:Julius Genachowski
                              Title:Vice President


                           SK HOLDINGS, INC.

                           By       /s/ H. Steven Holtzman
                             ______________________________________
                              Name:    H. Steven Holtzman
                              Title:   Secretary
   21
                                                                              21


                                HOME SHOPPING NETWORK, INC.
                                USANi  SUB LLC
                                HOME SHOPPING CLUP LP
                                NATIONAL CALL CENTER LP
                                INTERNET SHOPPING NETWORK LLC
                                HSN CAPITAL LLC
                                HSN FULFILLMENT LLC
                                HSN REALTY LLC
                                HSN OF NEVADA LLC
                                NEW-U STUDIOS HOLDINGS, INC.
                                HSN HOLDINGS, INC.
                                HSN GENERAL PARTNER LLC
                                USA NETWORKS PARTNER LLC
                                USA NETWORKS HOLDINGS, INC.

                                By       /s/ H. Steven Holtzman
                                  ______________________________________
                                   Name:    H. Steven Holtzman
                                   Title:   Assistant Secretary


                                USA NETWORKS (NEW YORK GENERAL PARTNERSHIP)
                                   By USANi Sub LLC, its General Partner

                                By       /s/ H. Steven Holtzman
                                  ______________________________________
                                   Name:    H. Steven Holtzman
                                   Title:   Assistant Secretary


                                STUDIOS USA LLC

                                By       /s/ Vance Van Petten
                                  ______________________________________
                                   Name:    Vance Van Petten
                                   Title:   Executive Vice President


                                TICKETMASTER GROUP, INC.
                                TICKETMASTER TICKETING CO., INC.
                                TICKETMASTER CORPORATION

                                By      /s/ Eugene L. Cobuzzi
                                  ______________________________________
                                   Name:    Eugene L. Cobuzzi
                                   Title:   Chief Operating Officer
   22
                                                                              22
Accepted:

CHASE SECURITIES INC.


By /s/ John Judson
  ____________________________
        Authorized Signatory

BEAR, STEARNS & CO. INC.


By /s/ Fares D. Noujaim
  ____________________________
        Authorized Signatory


BNY CAPITAL MARKETS, INC.


By /s/ John M. Roy
  ____________________________
        Authorized Signatory


NATIONSBANC MONTGOMERY SECURITIES LLC


By /s/ Charles Drakos
  ____________________________
  Authorized Signatory
   23
                                                                               1


                                                                      SCHEDULE 1



                               List of Guarantors




Name                                      Jurisdiction          Address
                                                          
Home Shopping Network, Inc.                 Delaware               *

USANi Sub LLC                               Delaware               *

USAi Sub, Inc.                              Delaware               *

Home Shopping Club, LP                      Delaware               *

National Call Center LP                     Delaware               *

Internet Shopping Network LLC               Delaware               *

HSN Capital LLC                             Delaware               *

HSN Fulfillment LLC                         Delaware               *

HSN Realty LLC                              Delaware               *

HSN of Nevada LLC                           Delaware               *

New-U Studios Holdings, Inc.                Delaware               *

HSN Holdings, Inc.                          Delaware               *

USA Networks Holdings, Inc.                 Delaware               *

New-U Studios, Inc.                         Delaware               *

HSN General Partner LLC                     Delaware               *

Studios USA LLC                             Delaware               *

USA Networks Partner LLC                    Delaware               *

USA Networks (New York                      New York               *
  General Partnership)

Studios USA Television LLC                  Delaware               *

Studios USA First Run Television LLC        Delaware               *

Studios USA Pictures LLC                    Delaware               *

Studios USA Development LLC                 Delaware               *

Studios USA Talk Productions, LLC           Delaware               *

Studios USA Television Talk LLC             Delaware               *

   24
                                                                               2


                                                          
Studios USA Pictures Development LLC        Delaware               *

Studios USA Television Distribution LLC     Delaware               *

Studios USA Talk Video LLC                  Delaware               *

New-U Pictures Facilities LLC               Delaware               *

SK Holdings, Inc.                           Delaware               *

USA Broadcasting, Inc.                      Delaware               *

USA Station Group of Houston, Inc.          Delaware               *

Silver King Capital Corporation, Inc.       Delaware               *

USA Station Group of Dallas, Inc.           Delaware               *

USA Station Group of Illinois, Inc.         Delaware               *

USA Station Group of Massachusetts,         Delaware               *
    Inc.

USA Station Group of New Jersey, Inc        Delaware               *

USA Station Group of Ohio, Inc.             Delaware               *

USA Station Group of Vineland, Inc.         Delaware               *

USA Station Group of Atlanta, Inc.          Delaware               *

USA Station Group of                        Delaware               *
    Southern California, Inc.

USA Station Group of Virginia, Inc.         Delaware               *

USA Station Group of Tampa, Inc.            Delaware               *

USA Station Group of                        Delaware               *
    Hollywood, Florida, Inc.

Telemation, Inc.                            Delaware               *

USA Station Group of Northern               Delaware               *
    California, Inc.

USA Station Group, Inc.                     Delaware               *

USA Broadcasting Productions, Inc.          Delaware               *

Miami, USA Broadcasting Productions,        Florida                *
    Inc.

Miami, USA Broadcasting                     Florida                *
    Station Productions, Inc.

Silver King Investment Holdings, Inc.       Delaware               *

SKC Investments, Inc.                       Delaware               *


   25
                                                                               3


                                                        
Partnership of Dallas                   Delaware General           *
                                          Partnership

USA Station Group Partnership of        Delaware General           *
  Houston                                 Partnership

USA Station Group Partnership of            Delaware               *
  Illinois                                  General
                                          Partnership

USA Station Group Partnership               Delaware               *
  of Massachusetts                          General
                                          Partnership

USA Station Group Partnership of            Delaware               *
  New Jersey                                General
                                          Partnership

USA Station Group Partnership of Ohio       Delaware               *
                                            General
                                          Partnership

USA Station Group Partnership of            Delaware               *
  Vineland                                  General
                                          Partnership

SKMD Broadcasting Partnership               Delaware               *
                                            General
                                          Partnership

USA Station Group Partnership               Delaware               *
  of Southern California                    General
                                          Partnership

USA Station Group Partnership of Tampa      Delaware               *
                                            General
                                          Partnership

USA Station Group Partnership               Delaware               *
  of Hollywood, Florida                     General
                                          Partnership

Ticketmaster Group, Inc.                    Illinois               *

Ticketmaster Corporation                    Illinois               *

Ticketmaster Ticketing Co., Inc.            Delaware               *



   *The address for every entity is:

   c/o USA Networks, Inc.
   Carnegie Hill Tower
   152 West 57th Street
   New York, NY 10019
   26
                                                                               1


                                                                         ANNEX A


      Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Issuers have agreed
that, for a period of 90 days after the consummation of the Registered Exchange
Offer, it will make this Prospectus available to any broker-dealer for use in
connection with any such resale.
See "Plan of Distribution."
   27
                                                                         ANNEX B



      Each broker-dealer that receives Exchange Securities for its own account
in exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."
   28
                                                                         ANNEX C

                              PLAN OF DISTRIBUTION


     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Issuers and the
Guarantors have agreed that, for a period of 90 days after the consummation of
the Registered Exchange Offer, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until _______________, 1999, all dealers effecting
transactions in the Exchange Securities may be required to deliver a
prospectus.(1)


     Neither the Issuers nor the Guarantors will receive any proceeds from any
sale of Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Registered Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Registered Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Securities may be deemed to
be an "underwriter" within the meaning of the Securities Act and any profit on
any such resale of Exchange Securities and any commission or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that, by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer

- -------- 
(1) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Registered Exchange Offer prospectus.
   29
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.

      For a period of 90 days after the Expiration Date the Issuers and the
Guarantors will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any broker-dealer that requests
such documents in the Letter of Transmittal. The Issuers and the Guarantors have
agreed to pay all expenses incident to the Registered Exchange Offer (including
the expenses of one counsel for the Holders of the Securities) other than
commissions or concessions of any broker-dealers and will indemnify the Holders
of the Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.
   30
                                                                         ANNEX D



   - CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

      Name:
      Address:




If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
   31
                                                                               1

   ANNEX E



Chase Securities, Inc.
1 Chase Manhattan Plaza, 26th Floor
New York, New York 10081
Attention:  Legal Department

Bear Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Attention:  Legal Department

The Bank of New York
Legal Department, 15th floor
One Wall Street
New York, New York 10286
Attention:  Legal Department

Nationsbanc Montgomery Securities LLC
NC1-007-20-01
NationsBank Corporate Center
100 North Tyron Street
Charlotte, NC 28255
Attention:  Legal Department
            Keith DeLeon

EX-10.22

   1



                                                                   Exhibit 10.22


                                                  January 28, 1997





Mr. Leo J. Hindery, Jr.
Managing General Partner
InterMedia Partners
235 Montgomery Street, Suite 420
San Francisco, CA  94104

         Re:      Consulting Agreement

Dear Mr. Hindery:

         This letter memorializes the agreement between you and HSN, Inc. (the
"Company") regarding certain consulting services approved by the
Compensation/Benefits Committee of the HSN, Inc. Board of Directors on January
27, 1997 (the "Effective Date").

         You have agreed to be available to consult with and advise senior
executive officers of the Company, from time to time, if requested to do so,
with respect to cable and financial issues relating to the Company's business.
It is understood that you will not be required to devote any specific time to
your services as a consultant hereunder, but shall respond to requests from the
Company on a reasonable basis based upon your other time commitments. You will
not be expected to travel or attend meetings with third parties unless you
specifically agree to do so. Any travel undertaken at the Company's request will
be reimbursed by the Company. You also will not be requested to consult on 


   2
Leo J. Hindery, Jr.
January 28, 1997
Page 2


any matter involving any cable systems operated or controlled by
Tele-Communications, Inc.

         In consideration of your services as consultant to the Company, you
will be granted fully-vested options to purchase 40,500 shares of the Company's
common stock at an exercise price of $32.78 per share. These options will expire
in one-third increments on July 13, 1998, 1999 and 2000, respectively. You also
will receive options to purchase 2,250 shares of the Company's common stock at
an exercise price of $25.56. Of these options, 750 options were vested as of
January 27, 1997 and 750 options will vest in each of the next two years on May
9. Each vested tranche of options is exercisable for a period of five years from
the date of grant.

         This agreement will continue in force for three years from the
Effective Date.

         We are delighted to have the benefit of your counsel. Please sign and
return a copy of this letter to confirm the terms of this consulting agreement.

                                    Very truly yours,

                                    HSN, INC.

                                    /s/ Jed B. Trosper
                                    ______________________________________
                                    Jed B. Trosper
                                    Vice President, Chief Financial Officer
                                    and Treasurer


Accepted and agreed to:



/s/ Leo J. Hindery                                   
_______________________
Leo J. Hindery, Jr.

EX-10.39

   1
                                                                   Exhibit 10.39

                                                                  CONFORMED COPY


                                    FIRST AMENDMENT AND CONSENT dated as of June
                           24, 1998 (this "Amendment") to the Credit Agreement
                           dated as of February 12, 1998 (as amended,
                           supplemented or otherwise modified from time to time,
                           the "Credit Agreement"), among USA NETWORKS, INC., a
                           Delaware corporation ("USANi"), USANi LLC, a Delaware
                           limited liability company (the "Borrower"), the
                           several banks and other financial institutions and
                           entities from time to time parties thereto (the
                           "Lenders"), BANK OF AMERICA NATIONAL TRUST & SAVINGS
                           ASSOCIATION and THE BANK OF NEW YORK, as
                           co-documentation agents (in such capacity, the
                           "Co-Documentation Agents") and THE CHASE MANHATTAN
                           BANK, as administrative agent (in such capacity, the
                           "Administrative Agent") and as collateral agent (in
                           such capacity, the "Collateral Agent").


                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make certain loans to the Borrower and the Issuing Bank has agreed to
issue certain Letters of Credit for the account of the Borrower; and

                  WHEREAS the Borrower has requested that certain provisions of
the Credit Agreement be modified in the manner provided for in this Amendment,
and the Lenders are willing to agree to such modifications as provided for in
this Amendment.


                  NOW, THEREFORE, the parties hereto hereby agree as follows:


                  1. Defined Terms. Capitalized terms used and not defined
herein shall have the meanings given to them in the Credit Agreement, as amended
hereby.

                  2. Amendments to the Credit Agreement. (a) Section 1.01 of the
Credit Agreement is hereby amended by inserting after the definition of "Class"
and before the definition of "Code" the following definition:

                  "'Client Accounts' shall mean any amounts held by Ticketmaster
         or any of its subsidiaries for the account of vendors of tickets and
         merchandise."

                  (b) Section 8.08 of the Credit Agreement is hereby amended by
inserting at the end thereof the following:

                  "Notwithstanding the foregoing, neither the Lenders nor any of
         their Affiliates shall have the right to set off and apply any Client
         Accounts or any deposits held in other trust accounts of Ticketmaster
         or any of its subsidiaries against any of the obligations of the
         Borrower now or hereafter existing under this Agreement held by such
         Lender.

                  3. Consent. The Lenders hereby consent to the amendment of the
Guarantee Agreement to insert at the end of Section 21 thereof the following:

                  "Notwithstanding the foregoing, no Secured Party shall have
         the right to set off
   2
         and apply any Client Accounts or any deposits held in other trust
         accounts of Ticketmaster or any of its subsidiaries against any of the
         obligations of any Guarantor now or hereafter existing under this
         Agreement and the other Loan Documents held by such Secured Party."

                  4. No Other Amendments; Confirmation. Except as expressly
amended, modified and supplemented hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect.

                  5. Representations and Warranties. Each of USANi and the
Borrower hereby represents and warrants to the Administrative Agent, the
Collateral Agent, the Issuing Bank and the Lenders as of the date hereof:

                  (a) No Default or Event of Default has occurred and is
         continuing.

                  (b) The execution, delivery and performance by each of USANi
         and the Borrower of this Amendment are within the scope of its
         corporate or company powers, and have been duly authorized by all
         necessary corporate, company and, if requred, stockholder or member
         action on the part of each of them, and no authorizations, approvals or
         consents of, and no filings or registrations with, any governmental or
         regulatory authority or agency are necessary for the execution or
         delivery of this Amendment by either of them or for the validity or
         enforceability of this Amendment. The Credit Agreement as amended by
         this Amendment constitutes the legal, valid and binding obligation of
         each of USANi and the Borrower, enforceable against each of them in
         accordance with its terms, except as such enforceability may be limited
         by (a) bankruptcy, insolvency, reorganization, moratorium or other
         similar laws of general applicability affecting the enforcement of
         creditors' rights and (b) the application of general principles of
         equity (regardless of whether such enforceability is considered in a
         proceeding in equity or at law).

                  (c) All representations and warranties of USANi and the
         Borrower contained in the Credit Agreement (other than representations
         or warranties expressly made only on and as of the Effective Date) are
         true and correct in all material respects on and as of the date hereof
         with the same force and effect as if made on and as of the date hereof.

                  6. Effectiveness. This Amendment shall become effective only
upon the satisfaction in full of the following conditions precedent:

                  (a) The Administrative Agent shall have received counterparts
         hereof, duly executed and delivered by USANi, the Borrower and the
         Required Lenders;

                  (b) The Administrative Agent shall have received such opinions
         and certificates from USANi and the Borrower and their counsel as it
         may reasonably request in form reasonably satisfactory to its counsel;
         and
   3
                  (c) The Administrative Agent shall have received each of the
         following from USANi and the Borrower:

                           (i) A copy of resolutions passed by the board of
                  directors of USANi and a copy of the actions taken by the
                  members of the Borrower, each certified by the Secretary or an
                  Assistant Secretary of USANi and the Borrower, as the case may
                  be, as being in full force and effect on the date hereof,
                  authorizing the execution, delivery and performance of this
                  Amendment; and

                           (ii) A certificate as to the name and signature of
                  each officer of USANi and the Borrower authorized to sign this
                  Amendment.

                  7. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Administrative Agent.

                  8. Governing Law; Counterparts. (a) This Amendment and the
rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.

                  (b) This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.


                                       USA NETWORKS, INC.,


                                       by /s/ Michael P. Durney
                                          ______________________
                                          Name:  Michael P. Durney
                                          Title: VP & Controller


                                       USANi LLC,


                                       by /s/ Michael P. Durney
                                          ______________________
                                          Name:   Michael P. Durney
                                          Title:  VP & Controller

   4

                           THE CHASE MANHATTAN BANK,
                           individually and as Administrative Agent,
                           Collateral Agent and Issuing Bank,


                           by  /s/ Mitchell J. Gervis
                               ___________________________
                               Name:  Mitchell J. Gervis
                               Title: Vice President


                           BANK OF AMERICA NATIONAL TRUST &
                           SAVINGS ASSOCIATION, individually and as
                           Co-Documentation Agent,


                           by  /s/ Carl F. Salas
                               ___________________________
                               Name:  Carl F. Salas
                               Title: Vice President


                           THE BANK OF NEW YORK COMPANY, INC.,
                           individually and as Co-Documentation Agent,


                           by  /s/ Kalpara Raina
                               ___________________________
                               Name:  Kalpara Raina
                               Title: Authorized Signatory
   5
                           ABN AMRO BANK, N.V.,


                           by  /s/ William S. Bennett
                               ___________________________
                               Name:  William S. Bennett
                               Title: Vice President


                           by  /s/ Thomas T. Rogers
                               ___________________________
                               Name:  Thomas T. Rogers
                               Title: Vice President


                           AMARA-2 FINANCE LTD.,


                           by  /s/ Andrew Ian Wignall
                               ___________________________
                               Name:  Andrew Ian Wignall
                               Title: Director



                           BANCA COMMERCIALE ITALIANA, NEW
                           YORK,


                           by  /s/ Charles Dougherty
                               ___________________________
                               Name:  Charles Dougherty
                               Title: Vice President


                           by  /s/ Tiziano Gallonetto
                               ___________________________
                               Name:  Tiziano Gallonetto
                               Title: Assistant Vice President


                           BANK OF HAWAII,


                           by    /s/ Robert L. Wilson
                               ___________________________
                               Name:  Robert L. Wilson
                               Title: Vice President
   6
                           BANK OF MONTREAL,


                           by  /s/ W. T. Calder
                               ---------------------------
                               Name:  W.T. Calder
                               Title: Director


                           PARIBAS NEW YORK,


                           by  /s/ William B. Schink
                               ---------------------------
                               Name:  William B. Schink
                               Title: Director


                           by  /s/ Lynne S. Randall
                               ---------------------------
                               Name:  Lynne S. Randall
                               Title: Director


                           BANQUE WORMS CAPITAL
                           CORPORATION,


                           by  /s/ F. Launet
                               ---------------------------
                               Name:  F. Launet
                               Title: Senior Vice President


                           by  /s/ Constance DeKlerk
                               ---------------------------
                               Name:  Constance DeKlerk
                               Title: Vice President
   7
                           BAYERISCHE VEREINSBANK AG
                           NEW YORK BRANCH,


                           by  /s/ Sylvia K. Cheng
                               ___________________________
                               Name:  Sylvia K. Cheng
                               Title: Vice President


                           by  /s/ Hans Dick
                               ___________________________
                               Name:  Hans Dick
                               Title: Vice President


                           CAPTIVA FINANCE LTD.,


                           by  /s/ John H. Cullinane
                               ___________________________
                               Name:  John H. Cullinane
                               Title: Director


                           CIBC INC.,


                           by  /s/ Elizabeth Fischer
                               ___________________________
                               Name:  Elizabeth Fischer
                               Title: Executice Director


                           CITY NATIONAL BANK,


                           by  /s/ Rod Bollins
                               ___________________________
                               Name:  Rod Bollins
                               Title: Vice President


                           COMPAGNIE FINANCIERE DE CIC ET DE
                           L'UNION EUROPEENNE,


                           by  /s/ Anthony Rock
                               ___________________________
                               Name: Anthony Rock
                               Title: Vice President
   8


                           by  /s/ Sean Mounier
                               ___________________________
                               Name:  Sean Mounier
                               Title: First Vice President

                           CREDIT AGRICOLE INDOSUEZ,


                           by  /s/ Craig Welch
                               ___________________________
                               Name:  Craig Welch
                               Title: First Vice President


                           by  /s/ Sarah McClintock
                               ___________________________
                               Name:  Sarah McClintock
                               Title: Vice President


                           CREDITANSTALT CORPORATE FINANCE,
                           INC.,


                           by  /s/ Scott Kray
                               ___________________________
                               Name:  Scott Kray
                               Title: Vice President


                           by  /s/  Carl G. Drake
                               ___________________________
                               Name:  Carl G. Drake
                               Title: Vice President


                           CRESTAR BANK,


                           by  /s/ Latanya B. Mason
                               ___________________________
                               Name:  Latanya B. Mason
                               Title: Assistant Vice President
   9
                           DE NATIONALE INVESTERINGSBANK,
                           N.V.,


                           by  /s/ Eric H. Snaterse
                               ___________________________
                               Name:  Eric H. Snaterse
                               Title: Senior Vice President


                           by  /s/ Paul Meijerhof
                               ___________________________
                               Name:  Paul Meijerhof
                               Title: Vice President


                           FIRST HAWAIIAN BANK,


                           by  /s/ Donald C. Young
                               ___________________________
                               Name:  Donald C. Young
                               Title: Vice President


                           FLEET NATIONAL BANK,


                           by  /s/ Leonard Maddox
                               ___________________________
                               Name:  Leonard Maddox
                               Title: Senior Vice President


                           ING HIGH INCOME PRINCIPAL
                           PRESERVATION FUND HOLDINGS, LDC

                           BY: ING CAPITAL ADVISORS, INC. AS
                           INVESTMENT ADVISOR


                           by  /s/ Michael D. Hatley
                               ___________________________
                               Name:  Michael D. Hatley
                               Title: Senior Vice President
   10
                           ISTITUTO BANCARIO SAN PAOLO DI
                           TORINO SPA,


                           by  /s/ Robert Wurster
                               ___________________________
                               Name:  Robert Wurster
                               Title: First Vice President


                           by  /s/ Glen Binder
                               ___________________________
                               Name:  Glen Binder
                               Title: Vice President


                           KBC BANK  N.V.,


                           by  /s/ Robert Snauffer
                               ___________________________
                               Name:  Robert Snauffer
                               Title: Vice President


                           by  /s/ Tod R. Angus
                               ___________________________
                               Name:  Tod R. Angus
                               Title: Vice President


                           KZH - CRESCENT-2 CORPORATION,


                           by  /s/  Virginia Conway
                               ___________________________
                               Name:  Virginia Conway
                               Title: Authorized Agent


                           KZH HOLDING CORPORATION III,


                           by  /s/  Virginia Conway
                               ___________________________
                               Name:  Virginia Conway
                               Title: Authorized Agent
   11
                           KZH - ING-3 CORPORATION,


                           by  /s/  Virginia Conway
                               __________________________
                               Name:  Virginia Conway
                               Title: Authorized Agent

                           KZH - SOLEIL-2 CORPORATION,


                           by  /s/  Virginia Conway
                               __________________________
                               Name:  Virginia Conway
                               Title: Authorized Agent

                           MELLON BANK, N.A.,


                           by  /s/  G. Louis Ashley
                               __________________________
                               Name:  G. Louis Ashley
                               Title: First Vice President



                           MERRILL LYNCH PRIME RATE
                           PORTFOLIO,

                           BY: MERRILL LYNCH ASSET
                           MANAGEMENT, L.P., AS INVESTMENT
                           ADVISOR

                           by  /s/ Joseph Matteo
                               __________________________
                               Name:  Joseph Matteo
                               Title: Authorized Signatory


   12
                           MERRILL LYNCH SENIOR FLOATING RATE
                           FUND, INC.,


                           by  /s/ Joseph Matteo
                               ___________________________
                               Name:  Joseph Matteo
                               Title: Authorized Signatory



                           PNC BANK, NATIONAL ASSOCIATION,


                           by  /s/  Steven J. McGehrin
                               ___________________________
                               Name:  Steven J. McGehrin
                               Title: Vice President


                           MORGAN STANLEY DEAN WITTER
                           PRIME INCOME TRUST,


                           by  /s/ Peter Gewirtz
                               ___________________________
                               Name:  Peter Gewirtz
                               Title: Authorized Signatory


                           ROYAL BANK OF CANADA,


                           by  /s/ Barbara Maijer
                               ___________________________
                               Name:  Barbara Maijer
                               Title: Senior Manager


                           SENIOR DEBT PORTFOLIO,
                           BY: BOSTON MANAGEMENT AND
                           RESEARCH AS INVESTMENT ADVISOR


                           by  /s/ Payson F. Swaffield
                               ___________________________
                               Name:  Payson F. Swaffield
                               Title: Vice President
   13
                           SOCIETE GENERALE,


                           by  /s/ Mark Vigil
                               ___________________________
                               Name:  Mark Vigil
                               Title: Director


                           STRATA FUNDING LIMITED,


                           by  /s/ John H. Cullinane
                               ___________________________
                               Name:  John H. Cullinane
                               Title: Director


                           SUNTRUST BANK, CENTRAL FLORIDA
                           N.A.,


                           by  /s/ David D. Miller
                               ___________________________
                               Name:  David D. Miller
                               Title: Vice President



                           THE BANK OF NOVA SCOTIA,


                           by  /s/ Vincent J. Fitzgerald, Jr.
                               ___________________________
                               Name:  Vincent J. Fitzgerald
                               Title: Authorized Signatory


                           THE DAI-ICHI KANGYO BANK LTD., NEW
                           YORK BRANCH,


                           by  /s/ Kazuki Shimizu
                               ___________________________
                               Name:  Kazuki Shimizu
                               Title: Vice President
   14
                           THE FUJI BANK LIMITED, LOS ANGELES
                           AGENCY,


                           by  /s/ Masahito Fukuda
                               ___________________________
                               Name:  Masahito Fukuda
                               Title: Joint General Manager


                           THE LONG-TERM CREDIT BANK OF JAPAN,
                           LIMITED,


                           by  /s/ Thomas Meyer
                               ___________________________
                               Name:  Thomas Meyer
                               Title: Senior Vice President


                           THE SUMITOMO TRUST &  BANKING,
                           CO., LTD., NEW YORK BRANCH,


                           by  /s/ Stephen Stratico
                               ___________________________
                               Name:  Stephen Stratico
                               Title: Vice President

                           UNION BANK OF CALIFORNIA, N.A.,


                           by  /s/ Lena M. Bryant
                               ___________________________
                               Name:  Lena M. Bryant
                               Title: Assistant Vice President



   15
                           VAN KAMPEN AMERICAN CAPITAL PRIME
                           RATE INCOME TRUST,



                           by  /s/ Jeffrey M. Maillet
                               ___________________________
                               Name:  Jeffrey M. Maillet
                               Title: Senior Vice President & Director


                           WELLS FARGO BANK,


                           by  /s/ Cindy Sullivan
                               ___________________________
                               Name:  Cindy Sullivan
                               Title: Vice President


                           WESTDEUTSCHE LANDESBANK,
                           NEW YORK BRANCH

                           by  /s/ Lucie L. Guernsey
                               ___________________________
                               Name:  Lucie L. Guernsey
                               Title: Director

                           by  /s/ Walter T. Duffy
                               ___________________________
                               Name:  Walter T. Duffy III
                               Title: Associate

EX-10.40

   1
                                                                   Exhibit 10.40

                                                                  CONFORMED COPY





                        SECOND AMENDMENT dated as of October 9, 1998 (this
                  "Amendment") to the Credit Agreement dated as of February 12,
                  1998, as amended by the First Amendment and Consent thereto
                  dated as of June 24, 1998 (as further amended, supplemented or
                  otherwise modified from time to time, the "Credit Agreement"),
                  among USA NETWORKS, INC., a Delaware corporation ("USANi"),
                  USANi LLC, a Delaware limited liability company (the
                  "Borrower"), the several banks and other financial
                  institutions and entities from time to time parties thereto
                  (the "Lenders"), BANK OF AMERICA NATIONAL TRUST & SAVINGS
                  ASSOCIATION and THE BANK OF NEW YORK, as co-documentation
                  agents (in such capacity, the "Co-Documentation Agents") and
                  THE CHASE MANHATTAN BANK, as administrative agent (in such
                  capacity, the "Administrative Agent") and as collateral agent
                  (in such capacity, the "Collateral Agent").


            WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make certain loans to the Borrower and the Issuing Bank has agreed to issue
certain Letters of Credit for the account of the Borrower; and

            WHEREAS the Borrower has requested that certain provisions of the
Credit Agreement be modified in the manner provided for in this Amendment, and
the Lenders are willing to agree to such modifications as provided for in this
Amendment.


            NOW, THEREFORE, the parties hereto hereby agree as follows:

            1. Defined Terms. Capitalized terms used and not defined herein
shall have the meanings given to them in the Credit Agreement.

            2. Amendments to the Credit Agreement. (a) The following amendments
are made to the definitions contained in Section 1.01 of the Credit Agreement:

            (i) The definition of "Core Business" is hereby amended by deleting
            such definition in its entirety and substituting in lieu thereof the
            following:

                  "Core Business" shall mean any of the primary businesses in
            which (i) USANi and the Acquired Assets are engaged on the date of
            this Agreement (including broadcast programming of SKTV and the
            Acquired Assets, as it may change from time to time, and third-party
            fulfillment business and natural extensions thereof such as
            teleservices and information services) or (ii) Ticketmaster and its
            wholly owned subsidiaries were engaged in on the date Ticketmaster
            became a Wholly-Owned Subsidiary.

            (ii) The definition of "Loan Documents" is hereby amended by
            deleting the references to "the Pledge Agreement, the other Security
            Documents," and "each Intercompany Note" contained therein.
   2
                                                                               2

            (iii) The definition of "Total Debt Ratio" is hereby amended by
            replacing clause (a) thereof with the following: "(a) Total Debt
            less Offsetting Cash of the Combined Group on a combined
            consolidated basis as of such time".

            (b) Section 1.01 of the Credit Agreement is hereby amended by
inserting the following definitions in their proper alphabetical order:

            (i) "Offsetting Cash" shall mean the sum of the cash and cash
            equivalents of the Combined Group less any cash or cash equivalents
            held in Client Accounts.

            (ii) "Permitted Bonds" shall mean senior unsecured bonds or notes of
            USANi and the Borrower in an aggregate principal amount not in
            excess of $500,000,000 and Guarantees thereof by any Guarantor, each
            issued on terms satisfactory to the Administrative Agent.

            (c) Section 1.01 of the Credit Agreement is hereby amended by
deleting the following terms: "Intercompany Note", "Pledge Agreement", "Pledged
Securities" and "Security Documents".

            (d) Section 2.11(b) of the Credit Agreement is hereby amended by
deleting from clause (i) thereof "40%" and substituting in lieu thereof "30%".

            (e) Section 3.04 of the Credit Agreement is hereby amended by
deleting the reference to ",except as set forth in the Pledge Agreement,"
contained in clause (c) thereof.

            (f) Section 3.16 of the Credit Agreement is hereby replaced in its
entirety with the following: "SECTION 3.16. [INTENTIONALLY LEFT BLANK]".

            (g) Section 5.05 of the Credit Agreement is hereby amended by (i)
replacing clause (j) thereof with the following: "(j) [INTENTIONALLY LEFT
BLANK];" and (ii) deleting from the proviso thereto the reference to "the
Security Documents and".

            (h) Section 5.07 of the Credit Agreement is hereby amended by (i) in
clause (c) thereof, (A) replacing the "," between clause (i) and (ii) thereof
with "and", (B) deleting "and" immediately prior to clause (iii) thereof and (C)
deleting clause (iii) thereof including all language before the semicolon, (ii)
deleting from clause (j)(ii) thereof the words "or Subordinated Indebtedness, in
each case" and replacing the dollar amount "$500,000,000" therein with the
dollar amount "$250,000,000", (iii) deleting the "and" at the end of clause (l)
thereof, (iv) replacing the "." at the end of clause (m) thereof with "; and"
and (c) inserting the following immediately after clause (m) thereof: "(n) the
Permitted Bonds."

            (i) Section 5.12 of the Credit Agreement is hereby amended by
replacing the ratio "5.0 to 1.0" therein with the ratio "4.0 to 1.0" and
replacing the ratio "4.5 to 1.0" therein with the ratio "4.0 to 1.0".

            (j) Section 5.18 of the Credit Agreement is hereby amended by
replacing the dollar amount "$100,000,000" therein with "$300,000,000".

            (k) Section 5.19 of the Credit Agreement is hereby amended by
replacing clause (b) thereof with the following: "(b) loans or advances between
any of USANi, the Borrower and any Wholly Owned Subsidiary that is a
Guarantor;".
   3
                                                                               3

            (l) Section 5.25 of the Credit Agreement is hereby amended by (i)
deleting clause (a) thereof, (ii) redesignating clause (b) thereof as clause
"(a)", (iii) deleting from the redesignated clause (a) thereof (A) the reference
to "(i)" in the second line thereof, (B) the "and" immediately before clause
(ii) thereof and (C) clause (ii) thereof, (iv) redesignating clause (c) thereof
as clause "(b)", (v) redesignating clause (d) thereof as clause "(c)", (vi)
redesignating clause (e) thereof as "(d)" and (vii) replacing the redesignated
clause (d) thereof with the following:

      "(d) In the event that USANi, the Borrower or any Subsidiary conveys,
      sells, leases, assigns, transfers or otherwise disposes of all or
      substantially all the capital stock, other equity interests, assets or
      property of USANi, the Borrower or any of the Subsidiaries in a
      transaction not prohibited by this Agreement, or in the event the Borrower
      shall so request with respect to any Guarantor that is not a Material
      Subsidiary, the Administrative Agent and the Collateral Agent shall
      promptly (and the Lenders hereby authorize the Administrative Agent and
      the Collateral Agent to) take such action and execute any such documents
      as may be reasonably requested by the Borrower and at the Borrower's
      expense in order to terminate such Guarantor's obligations under the
      Guarantee Agreement and the Indemnity, Subrogation and Contribution
      Agreement. Any representation, warranty or covenant contained in any Loan
      Document relating to any such capital stock, equity interests, assets,
      property or Subsidiary shall no longer be deemed to be made once such
      capital stock, equity interests, assets or property is conveyed, sold,
      leased, assigned, transferred or disposed of."

            (m) Section 5.26 of the Credit Agreement is hereby amended by (i)
deleting the reference to "(other than Liens arising under the Pledge Agreement
in favor of the Collateral Agent for the benefit of the Secured Parties)"
contained in clause (a) thereof and (ii) deleting from clause (b) thereof (A)
the reference to "(i)" in the second line thereof, (B) deleting the "and"
immediately before clause (ii) thereof and (C) deleting clause (ii) thereof.

            (n) Article VI of the Credit Agreement is hereby amended by
replacing clause (l) thereof with the following: "(l) [INTENTIONALLY LEFT
BLANK]".

            (o) Section 8.02 of the Credit Agreement is hereby amended by
replacing clause (vii) contained in clause (b) thereof with the following:
"(vii) [INTENTIONALLY LEFT BLANK],".

            (p) Section 8.13 of the Credit Agreement is hereby deleted.

            3. Release of Liens Under Security Documents. The Lenders hereby
agree that the Security Documents are hereby terminated and that all Liens
created under the Security Documents are hereby released and terminated and the
Lenders hereby authorize and direct the Collateral Agent to take such action and
execute such documents as may be reasonably requested by the Borrower and at the
Borrower's expense to evidence such release and termination, including the
surrender to or upon the order of the Borrower of all Pledged Securities held by
the Collateral Agent on the date of effectiveness of this Amendment and the
filing of UCC-3 termination statements in respect of any Uniform Commercial Code
financing statements previously filed by the Collateral Agent with respect to
the Collateral.
   4
                                                                               4

            4. No Other Amendments; Confirmation. Except as expressly amended,
modified and supplemented hereby, the provisions of the Credit Agreement are and
shall remain in full force and effect.

            5. Representations and Warranties. Each of USANi and the Borrower
hereby represents and warrants to the Administrative Agent, the Collateral
Agent, the Issuing Bank and the Lenders as of the date hereof:

            (a) No Default or Event of Default has occurred and is continuing.

            (b) The execution, delivery and performance by each of USANi and the
      Borrower of this Amendment are within the scope of its corporate or
      company powers, and have been duly authorized by all necessary corporate,
      company and, if required, stockholder or member action on the part of each
      of them, and no authorizations, approvals or consents of, and no filings
      or registrations with, any governmental or regulatory authority or agency
      are necessary for the execution or delivery of this Amendment by either of
      them or for the validity or enforceability of this Amendment. The Credit
      Agreement as amended by this Amendment constitutes the legal, valid and
      binding obligation of each of USANi and the Borrower, enforceable against
      each of them in accordance with its terms, except as such enforceability
      may be limited by (a) bankruptcy, insolvency, reorganization, moratorium
      or other similar laws of general applicability affecting the enforcement
      of creditors' rights and (b) the application of general principles of
      equity (regardless of whether such enforceability is considered in a
      proceeding in equity or at law).

            (c) All representations and warranties of USANi and the Borrower
      contained in the Credit Agreement (other than representations or
      warranties expressly made only on and as of the Effective Date) are true
      and correct in all material respects on and as of the date hereof with the
      same force and effect as if made on and as of the date hereof.

            6. Effectiveness. This Amendment shall become effective only upon
the satisfaction in full of the following conditions precedent:

            (a) The Administrative Agent shall have received counterparts
      hereof, duly executed and delivered by USANi, the Borrower and each Lender
      (after giving effect to any assignments on the date this Amendment becomes
      effective); and

            (b) The Borrower shall have prepaid, as an optional prepayment, at
      least $500,000,000 of Tranche A Term Borrowings in accordance with Section
      2.10 of the Credit Agreement.

            7. Expenses. The Borrower agrees to reimburse the Administrative
Agent and the Collateral Agent for its out-of-pocket expenses in connection with
this Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Moore, counsel 
   5
                                                                               5

for the Administrative Agent, and any expenses incurred in connection with the
release of Liens contemplated by Section 3 of this Amendment.

            8. Governing Law; Counterparts. (a) This Amendment and the rights
and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.

            (b) This Amendment may be executed by one or more of the parties to
      this Amendment on any number of separate counterparts, and all of said
      counterparts taken together shall be deemed to constitute one and the same
      instrument. This Amendment may be delivered by facsimile transmission of
      the relevant signature pages hereof.


            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.


                                   USA NETWORKS, INC.,

                                      by
                                           /s/ Michael Durney             
                                        ____________________________________
                                        Name:Michael Durney
                                        Title:VP & Controller


                                   USANi LLC,

                                      by
                                          /s/ Michael Durney              
                                        ____________________________________
                                        Name:Michael Durney
                                        Title:VP & Controller


                                   THE CHASE MANHATTAN BANK, individually
                                   and as Administrative Agent, Collateral Agent
                                   and Issuing Bank,
                                   
                                      by
                                          /s/ Mitchell J. Gervis          
                                        ____________________________________
                                        Name:Mitchell J. Gervis
                                        Title:Vice President
   6
                                   BANK OF AMERICA NT&SA,

                                      by
                                          /s/ Carl F. Salas               
                                        ___________________________________
                                        Name:Carl F. Salas
                                        Title:Vice President


                                   THE BANK OF NEW YORK COMPANY, INC.,
                                   individually and as Co-Documentation Agent,

                                      by
                                          /s/ Kalpana Raina               
                                        ___________________________________
                                        Name:Kalpana Raina
                                        Title:Authorized Signer


                                   ABN AMRO BANK, N.V.,

                                      by
                                          /s/ Frances O. Logan            
                                        ___________________________________
                                        Name:Frances O. Logan
                                        Title:Group Vice President

                                      by
                                          /s/ David C. Carrington         
                                        ___________________________________
                                        Name:David C. Carrington
                                        Title:Vice President


                                   BANCA COMMERCIALE ITALIANA, NEW
                                   YORK,

                                      by
                                          /s/ T. Gallonetto               
                                        ___________________________________
                                        Name:T. Gallonetto
                                        Title:Assistant Vice President


                                      by
                                          /s/ Karen Purelis               
                                        ___________________________________
                                        Name:Karen Purelis
                                        Title:Vice President
   7
                                   BANK OF HAWAII,

                                      by
                                          /s/ Bernadine M. Havertine      
                                        ___________________________________
                                        Name:Bernadine M. Havertine
                                        Title:Corporate Banking Officer


                                   BANK OF MONTREAL,

                                      by
                                          /s/ W. T. Calder                
                                        ___________________________________
                                        Name:W. T. Calder
                                        Title:Director


                                   THE BANK OF NOVA SCOTIA,

                                      by
                                          /s/ Terry K. Fryett             
                                        ___________________________________
                                        Name:Terry K. Fryett
                                        Title:Authorized Signatory


                                   BANQUE NATIONALE DE PARIS,

                                      by
                                          /s/ Marcus C. Jones             
                                        ___________________________________
                                        Name:Marcus C. Jones
                                        Title:Vice President


                                      by
                                          /s/ Stephanie Rogers            
                                        ___________________________________
                                        Name:Stephanie Rogers
                                        Title:Vice President


                                   BANQUE WORMS CAPITAL CORPORATION,

                                      by
                                          /s/ Dominique Picon             
                                        ___________________________________
                                        Name:Dominique Picon
                                        Title:CEO
   8
                                   CITY NATIONAL BANK,

                                      by
                                          /s/ David Burdge                
                                        ___________________________________
                                        Name:David Burdge
                                        Title:Senior Vice President


                                   COMPAGNIE FINANCIERE DE CIC ET DE
                                   L'UNION EUROPEENNE,

                                      by
                                          /s/ Anthony Rock                
                                        ___________________________________
                                        Name:Anthony Rock
                                        Title:Vice President


                                      by
                                          /s/ Brian O'Leary               
                                        ___________________________________
                                        Name:Brian O'Leary
                                        Title:Vice President


                                   CREDIT AGRICOLE INDOSUEZ,

                                      by
                                          /s/ Craig Welch                 
                                        ___________________________________
                                        Name:Craig Welch
                                        Title:First Vice President


                                      by
                                          /s/ John McCloskey              
                                        ___________________________________
                                        Name:John McCloskey
                                        Title:Vice President, Team Leader
   9
                                   CREDITANSTALT CORPORATE FINANCE, INC.,

                                      by
                                          /s/ William E. McCollum         
                                        ___________________________________
                                        Name:William E. McCollum
                                        Title:Senior Associate


                                      by
                                          /s/ John G. Taylor              
                                        ___________________________________
                                        Name:John G. Taylor
                                        Title:Senior Associate


                                   CRESTAR BANK,

                                      by
                                          /s/ LaTarnya B. Mason           
                                        ___________________________________
                                        Name:LaTarnya B. Mason
                                        Title:Assistant Vice President

                                   THE DAI-ICHI KANGYO BANK LTD., NEW
                                   YORK BRANCH,

                                      by
                                          /s/ D. Murdoch                  
                                        ___________________________________
                                        Name:D. Murdoch
                                        Title:Vice President


                                   DE NATIONALE INVESTERINGSBANK, N.V.,

                                      by
                                          /s/ Eric H. Snaterse            
                                        ___________________________________
                                        Name:Eric H. Snaterse
                                        Title:Senior Vice President

                                      by
                                          /s/ P. Zippro
                                        ___________________________________
                                        Name:P. Zippro
                                        Title:Senior Vice President


                                   FIRST HAWAIIAN BANK,

                                      by
                                          /s/ James C. Polk               
                                        ___________________________________
                                        Name:James C. Polk
                                        Title:Assistant Vice President
   10
                                   FLEET NATIONAL BANK,

                                      by
                                          /s/ Adam Bester                 
                                        ____________________________________
                                        Name:Adam Bester
                                        Title:Senior Vice President


                                   THE FUJI BANK LIMITED, LOS ANGELES
                                   AGENCY,

                                        by
                                           /s/ Hideo Nakajima
                                        ____________________________________
                                        Name:Hideo Nakajima
                                        Title:General Manager


                                   ISTITUTO BANCARIO SAN PAOLO DI TORINO
                                   SPA,

                                      by
                                          /s/ Carlo Persico               
                                        ____________________________________
                                        Name:Carlo Persico
                                        Title:Deputy General Manager


                                      by
                                          /s/ Glen Binder                 
                                        ____________________________________
                                        Name:Glen Binder
                                        Title:Vice President


                                                                    

                                   KBC BANK  N.V.,

                                      by
                                          /s/ Robert M. Surdam, Jr.       
                                        ____________________________________
                                        Name:Robert M. Surdam, Jr.
                                        Title:Vice President
   11
                                      by
                                          /s/ Marcel Claes                
                                        ____________________________________
                                        Name:Marcel Claes
                                        Title:Deputy General Manager


                                   THE LONG-TERM CREDIT BANK OF JAPAN,
                                   LIMITED,

                                      by
                                          /s/ Thomas N. Meyer             
                                        ____________________________________
                                        Name:Thomas N. Meyer
                                        Title:Senior Vice President


                                   MELLON BANK, N.A.,

                                      by
                                          /s/ Michael Hrycenko            
                                        ____________________________________
                                        Name:Michael Hrycenko
                                        Title:Vice President


                                   PARIBAS,

                                      by
                                          /s/ William B. Schink           
                                        ____________________________________
                                        Name:William B. Schink
                                        Title:Director


                                      by
                                          /s/ Salo Aizenberg              
                                        ____________________________________
                                        Name:Salo Aizenberg
                                        Title:Vice President


                                   PNC BANK, NATIONAL ASSOCIATION,

                                      by
                                           /s/ Kristen E. Talaber         
                                        ____________________________________
                                        Name:Kristen E. Talaber
                                        Title:Assistant Vice President
   12
                                   ROYAL BANK OF CANADA,

                                      by
                                          /s/ Barbara Meijer              
                                        ____________________________________
                                        Name:Barbara Meijer
                                        Title:Senior Manager


                                   SOCIETE GENERALE,

                                      by
                                          /s/ Mark Vigil                  
                                        ____________________________________
                                        Name:Mark Vigil
                                        Title:Director


                                   THE SUMITOMO TRUST & BANKING, CO.,
                                   LTD., NEW YORK BRANCH,

                                      by
                                          /s/ Stephen Stratico            
                                        ____________________________________
                                        Name:Stephen Stratico
                                        Title:Vice-President


                                   SUNTRUST BANK, CENTRAL FLORIDA N.A.,

                                      by
                                          /s/ David D. Miner              
                                        ____________________________________
                                        Name:David D. Miner
                                        Title:Vice President


                                   UNION BANK OF CALIFORNIA, N.A.,

                                      by
                                          /s/ Sonia L. Isaacs             
                                        ____________________________________
                                        Name:Sonia L. Isaacs
                                        Title:Vice President


                                   WELLS FARGO BANK,

                                      by
                                          /s/ Cindy Sullivan              
                                        ____________________________________
                                        Name:Cindy Sullivan
                                        Title:Regional Vice President
   13


                                   WESTDEUTSCHE LANDESBANK, NEW YORK
                                   BRANCH

                                      by
                                          /s/ Salvatore Battinelli        
                                        ____________________________________
                                        Name:Salvatore Battinelli
                                        Title:Director, Credit Department


                                      by
                                          /s/ Lucie L. Guernsey           
                                        ____________________________________
                                        Name:Lucie L. Guernsey
                                        Title:Director

EX-10.49

   1
                                                                 Exhibit 10.49

                              AMENDMENT NUMBER TWO

                                     TO THE

                   USA NETWORKS, INC. RETIREMENT SAVINGS PLAN


         WHEREAS, USA Networks, Inc. (the "Company") maintains the USA Networks,
Inc. Retirement Savings Plan, amended and restated effective as of January 1,
1998 (the "Plan");

         WHEREAS, the Company may amend the Plan pursuant to Section 12.1 of the
Plan; and

         WHEREAS, the Company desires to amend the Plan, effective September 30,
1998, to merge the Home Shopping Network, Inc. Employee Equity Participation
Plan, effective as of December 31, 1994 (the "EEP Plan"), into the Plan.

         NOW, THEREFORE, pursuant to Section 12.1 of the Plan, effective
September 30, 1998, the Plan is hereby amended as follows:

         1. The Preface to the Plan is amended by adding a new paragraph to the
end thereof to read as follows:

                  "Effective as of September 30, 1998, the Home Shopping
                  Network, Inc. Employee Equity Participation Plan was merged
                  into the Plan, and the assets and liabilities of such plan was
                  transferred to and assumed by the Plan.
   2
                  2. The Plan is amended by adding a new Exhibit E at the end
thereof to read as follows:


                                   "EXHIBIT E
                           SPECIAL RULES REGARDING THE

                           HOME SHOPPING NETWORK, INC.
                       EMPLOYEE EQUITY PARTICIPATION PLAN


                  Exhibit E applies solely to any Member who participated in the
                  Home Shopping Network, Inc. Employee Equity Participation Plan
                  (the "EEP Plan") and became a Member in the Plan ("EEPP
                  Member") pursuant to the merger of the EEP Plan into the Plan:

                  1.1 EEPP ACCOUNT. The term "EEPP Account" shall mean the
                  subaccount with respect to contributions, and earnings and
                  losses thereon, made on behalf of an EEPP Member to the EEP
                  Plan prior to September 30, 1998, and earnings thereon.
                  Contributions transferred to the Plan pursuant to the merger
                  of the EEP Plan into the Plan shall be allocated to the EEPP
                  Account of the EEPP Member for whom such contributions were
                  made to the EEP Plan. Effective September 30, 1998, an EEPP
                  Account shall be a subaccount of an Account.

                  1.2 SUSPENSE ACCOUNTS. Effective September 30, 1998, a
                  suspense account, as described in Code Section 415, shall be
                  maintained under the Plan on behalf of any EEPP Member for
                  whom Company Stock (or other cash or property) was held
                  unallocated in a suspense account under the EEPP Plan, as
                  described in Code Section 415, immediately preceding the
                  merger of the EEP Plan into the Plan. With respect to any EEPP
                  Member for whom Company Stock (or other cash or property) is
                  held unallocated in a suspense account, as described in Code
                  Section 415, for the Limitation Year, such Company Stock shall
                  be allocated in the next Limitation Year (and succeeding
                  Limitation Years, as necessary) to the EEPP Member's EEPP
                  Account in the Plan before any Profit Sharing Contributions,
                  Matching Contributions and QNECs which would constitute annual
                  additions, as defined in Code Section 415(c)(2), are made to
                  the Plan for such Limitation Year on behalf of such EEPP
                  Member; provided that the EEPP Member is employed on the last
                  day of the Plan Year coinciding with such Limitation Year. Any
                  Company Stock (or other cash or property) held in a suspense
                  account, as described in 
   3
                  Code Section 415, under the Plan shall be treated as a
                  Forfeiture in the Plan Year in which the EEPP Member's
                  Termination of Employment occurs and shall be used to reduce
                  Employer contributions.

                  1.3 INVESTMENT OF CONTRIBUTIONS. All EEPP Accounts shall be
                  invested in the Company Stock Fund, unless the Committee
                  decides, in its sole discretion, to invest all or part of such
                  EEPP Accounts in any of the other Investment Funds.

                  1.4 IN-SERVICE DISTRIBUTIONS AND LOANS. An EEPP Member shall
                  not have the right to receive in-service distributions from
                  the vested portion of his or her EEPP Account. An EEPP Account
                  shall not constitute any portion of a Loan Available Account,
                  as defined in Section 7.14(f) of the Plan.

                  1.5      VESTING.

                           (a) An EEPP Member who had at least three (3) Years
                  of Service as of September 30, 1998 shall become vested in his
                  or her EEPP Account in accordance with Sections 5.1(b) or
                  5.1(c) of the Plan provided that the nonforfeitable percentage
                  of such EEPP Member in his or her EEPP Account shall at no
                  time be less than what it would be determined pursuant to the
                  following schedule:


                    NUMBER OF YEARS OF                                     
                        SERVICE                       VESTED PERCENTAGE
 
                  3 but less than 4                           60%
                  4 but less than 5                           80%
                  5 or more                                   100%

                  Notwithstanding the foregoing provisions, if any EEPP Member
                  shall, while an Employee, attain his or her Normal Retirement
                  Date or shall die or incur (and satisfy all of the
                  requirements for) a Disability while he or she is an Employee,
                  the EEPP Member's entire interest in his or her EEPP Account
                  shall become nonforfeitable. For purposes of this Section,
                  "Normal Retirement Date" shall mean the date on which the EEPP
                  Member attains age sixty-five (65).

                           (b) Solely for purposes of this Section 1.5 of
                  Exhibit E, a "Year of Service" shall mean an EEP Plan Year,
                  commencing with
   4
                  the EEP Plan Year which includes an Employee's Employment
                  Commencement Date or Reemployment Commencement Date, during
                  which the Employee is credited with at least one thousand
                  (1,000) Hours of Eligibility Service. Initial Participants, as
                  defined below, will only be credited with one (1) Year of
                  Service at December 31, 1994 for purposes of this Section 1.4.
                  Solely for purposes of this Section 1.5 of Exhibit E, an
                  "Initial Participant" shall mean an Employee who was employed
                  before January 1, 1994 who: (i) completed at least one
                  thousand (1,000) Hours of Service during the 1994 calendar
                  year; (ii) had attained age twenty-one (21) by December 31,
                  1994; and (iii) had become a participant in the EEP Plan on
                  December 31, 1994. Solely for purposes of this Section 1.5 of
                  Exhibit E, an "EEP Plan Year" is defined as the period
                  commencing December 27, 1994 and ending December 31, 1994 and
                  each subsequent twelve month period commencing January 1 and
                  ending December 31.

                           (c) Solely for purposes of applying Sections 5.1(b)
                  and 5.1(c) of the Plan pursuant to this Section 1.5 with
                  regard to an EEPP Member's EEPP Account, each EEPP Member
                  shall receive credit for years in a Period of Service in
                  accordance with Treasury Regulation Section 1.410(a)-7(g).

                           (d) Forfeitures, if any, shall be first allocated to
                  the Accounts of Participants entitled to a restoration of
                  their interests in the Plan and the remainder of such
                  Forfeitures shall be used to reduce future contributions by
                  the Employer.

                  1.6 FORM OF RETIREMENT BENEFIT DISTRIBUTIONS. An EEPP Member
                  shall have the vested portion of his or her EEPP Account
                  balance under the Plan distributed in accordance with Section
                  7.2 of the Plan.

                  1.7  TOP-HEAVY PROVISIONS.  For purposes of Article XIV, an
                  EEPP Account shall be treated in the same manner as a Matching
                  Contribution Account."
   5
                  IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed as of the 30th day of September, 1998.




                  USA NETWORKS, INC.



                  By:    /s/ Thomas Kuhn             
                         _____________________________________________
                  Title: Vice President, General Counsel and Secretary  

                  Dated:  September 30, 1998

EX-12.1

   1
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
 
                                                                    EXHIBIT 12.1
 
                      USA NETWORKS, INC. AND SUBSIDIARIES
                       RATIO OF EARNINGS TO FIXED CHARGES


                                                               ACTUAL
                               ----------------------------------------------------------------------
                                                                  FOUR MONTHS         YEARS ENDED
                                   YEARS ENDED AUGUST 31,            ENDED           DECEMBER 31,
                               -------------------------------    DECEMBER 31,    -------------------
                                1993         1994       1995          1995         1996        1997
                               -------      -------    -------    ------------    -------    --------
                                                           (In thousands)
                                                                           
EARNINGS:
  Net income (loss)
    before income
    taxes................      $(6,080)     $   606    $ 1,253      $(3,255)      $(4,667)   $ 54,112
  Equity in (earnings)
    losses of
    unconsolidated
    affiliates...........           --           --         --           --           367      12,007
  Adjustment for
    partially owned
    subsidiaries and 50%
    owned companies......           --           --         --           --          (280)      2,389
  Interest expense.......       12,817       12,178(c)  10,963(b)     3,463        11,841      31,579
  Portion of rents
    representative of an
    interest factor(a)...        1,186        1,061        881          264           957       6,322
                               -------      -------    -------      -------       -------    --------
    Total earnings.......      $ 7,923      $13,845    $13,097      $   472       $ 8,218    $106,409
                               =======      =======    =======      =======       =======    ========
FIXED CHARGES:
  Interest expense.......      $12,817      $12,178    $10,963      $ 3,463       $11,841    $ 31,579
  Portion of rents
    representative of an
    interest factor......        1,186        1,061        881          264           957       6,322
                               -------      -------    -------      -------       -------    --------
    Total fixed
      charges............      $14,003      $13,239    $11,844      $ 3,727       $12,798    $ 37,901
                               =======      =======    =======      =======       =======    ========
RATIO OF EARNINGS TO
  FIXED CHARGES..........         0.57x        1.05x      1.11x        0.13x         0.64x       2.81x
 

                              ACTUAL          PRO FORMA
                           -------------    -------------
                            NINE MONTHS      NINE MONTHS
                               ENDED            ENDED
                           SEPTEMBER 30,    SEPTEMBER 30,
                               1998             1998
                           -------------    -------------
                                   (In thousands)
                                      
EARNINGS:
  Net income (loss)
    before income
    taxes................    $ 98,833(e)      $ 94,691(g)
  Equity in (earnings)
    losses of
    unconsolidated
    affiliates...........      16,104(h)        16,104
  Adjustment for
    partially owned
    subsidiaries and 50%
    owned companies......      42,996           42,996
  Interest expense.......      94,704           98,846
  Portion of rents
    representative of an
    interest factor(a)...       7,014            7,014
                             --------         --------
    Total earnings.......    $259,651         $259,651
                             ========         ========
FIXED CHARGES:
  Interest expense.......    $ 94,704         $ 98,846
  Portion of rents
    representative of an
    interest factor......       7,014            7,014
                             --------         --------
    Total fixed
      charges............    $101,718         $105,860
                             ========         ========
RATIO OF EARNINGS TO
  FIXED CHARGES..........        2.55x            2.45x

EX-12.2

   1
 
                                                                    EXHIBIT 12.2
 
                 HOME SHOPPING NETWORKS, INC. AND SUBSIDIARIES
                       RATIO OF EARNINGS TO FIXED CHARGES
 


                                                PREDECESSOR COMPANY                                  HOLDCO
                              -------------------------------------------------------    ------------------------------
                                                               ACTUAL                                       PRO FORMA
                              ------------------------------------------------------------------------    -------------
                                                                                          NINE MONTHS      NINE MONTHS
                                             YEARS ENDED DECEMBER 31,                        ENDED            ENDED
                              -------------------------------------------------------    SEPTEMBER 30,    SEPTEMBER 30,
                                1993        1994        1995        1996       1997          1998             1998
                              --------     -------    --------     -------    -------    -------------    -------------
                                                                   (In thousands)
                                                                                     
EARNINGS:
Net Income (loss) before
  income taxes..............  $(19,567)    $30,520    $(95,205)    $33,261    $41,299      $ 23,183         $ 19,041
Equity in (earnings) losses
  of unconsolidated
  affiliates................       589        (144)        302       5,607     12,492        16,097           16,097
Adjustment for partially
  owned subsidiaries and 50%
  owned companies...........        --          --          --           1         --        42,768           42,768
Interest expense............    10,863       5,512      10,077       9,918      9,728        78,522           82,664
Portion of rents
  representative of an
  interest factor...........     5,011       4,613       4,377       4,681      3,123         4,210            4,210
                              --------     -------    --------     -------    -------      --------         --------
        Total earnings......  $ (3,104)    $40,501    $(80,449)    $53,468    $66,642      $164,780         $164,780
                              ========     =======    ========     =======    =======      ========         ========
FIXED CHARGES:
Interest expense............  $ 10,863     $ 5,512    $ 10,077     $ 9,918    $ 9,728      $ 78,522         $ 82,664
Portion of rents
  representative of an
  interest factor...........     5,011       4,613       4,377       4,681      3,123         4,210            4,210
                              --------     -------    --------     -------    -------      --------         --------
        Total fixed
          charges...........  $ 15,874     $10,125    $ 14,454     $14,599    $12,851      $ 82,732         $ 86,874
                              ========     =======    ========     =======    =======      ========         ========
RATIO OF EARNINGS TO FIXED
  CHARGES...................  $  (19.0)       4.00x   $  (94.9)       3.66x      5.19x         1.99x            1.90x

EX-12.3

   1
 
                                                                    EXHIBIT 12.3
 
                           USANi LLC AND SUBSIDIARIES
                       RATIO OF EARNINGS TO FIXED CHARGES
 


                                            PREDECESSOR COMPANY                                 USANi LLC
                         ----------------------------------------------------------   -----------------------------
                                                           ACTUAL                                       PRO FORMA
                         --------------------------------------------------------------------------   -------------
                                                                                       NINE MONTHS     NINE MONTHS
                                          YEARS ENDED DECEMBER 31,                        ENDED           ENDED
                         ----------------------------------------------------------   SEPTEMBER 30,   SEPTEMBER 30,
                           1993         1994         1995        1996        1997         1998            1998
                         --------      -------     --------     -------     -------   -------------   -------------
                                                               (In thousands)
                                                                                 
EARNINGS:
  Net Income (loss)
    before income
    taxes..............  $(19,567)     $30,520     $(95,205)    $33,262     $46,563     $ 66,832        $ 62,690
  Equity in (earnings)
    losses of
    unconsolidated
    affiliates.........       589         (144)         302       5,607      12,492       16,097          16,097
  Interest expense.....    10,863        5,512       10,077       9,918       4,464       77,641          81,783
  Portion of rents
    representative of
    an interest
    factor(a)..........     5,011        4,613        4,377       4,681       3,123        4,210           4,210
                         --------      -------     --------     -------     -------     --------        --------
    Total earnings.....  $ (3,104)     $40,501     $(80,449)    $53,468     $66,642     $164,780        $164,780
                         ========      =======     ========     =======     =======     ========        ========
 
FIXED CHARGES:
  Interest expense.....  $ 10,863      $ 5,512     $ 10,077     $ 9,918     $ 4,464     $ 77,641        $ 81,783
  Portion of rents
    representative of
    an Interest
    factor.............     5,011        4,613        4,377       4,681       3,123        4,210           4,210
                         --------      -------     --------     -------     -------     --------        --------
    Total fixed
      charges..........  $ 15,874      $10,125     $ 14,454     $14,599     $ 7,587     $ 81,851        $ 85,993
                         ========      =======     ========     =======     =======     ========        ========
RATIO OF EARNINGS TO
  FIXED CHARGES........  $  (19.0)        4.00x    $  (94.9)       3.66x       8.78x        2.01x           1.92x

EX-23.1

   1
                                                                  EXHIBIT 23.1


                          CONSENT OF ERNST & YOUNG LLP


We consent to the reference to our firm under the caption "Experts" in the 
Registration Statement on Form S-4 and related Prospectus of USA Networks, Inc. 
and to the use of our report dated March 13, 1998 (except Note W, as to which 
the date is January 11, 1999) with respect to the consolidated financial 
statements and schedule of USA Networks, Inc. included in the Registration 
Statement of $500,000,000 6-3/4% Senior Notes.

New York, New York
January 20, 1999

                                        ERNST & YOUNG LLP

EX-23.2

   1
                                                                    EXHIBIT 23.2

                          CONSENT OF ERNST & YOUNG LLP

   We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-4 and related Prospectus of USA Networks, Inc.
and to the use of our report dated March 13, 1998 (except Note Q, as to which
the date is January 11, 1999) with respect to the consolidated financial
statements and schedule of Home Shopping Network, Inc. included in the
Registration Statement of $500,000,000 6-3/4% Senior Notes.

New York, New York
January 20, 1999

                                                               ERNST & YOUNG LLP

EX-23.3

   1
                                                                    EXHIBIT 23.3

                          CONSENT OF ERNST & YOUNG LLP

We consent to the reference to our firm under the caption "Experts" in the 
Registration Statement on Form S-4 and related Prospectus of USA Networks, Inc. 
and to the use of our report dated March 13, 1998 (except Note O, as to which 
the date is January 11, 1999) with respect to the consolidated financial 
statements and schedule of USANi LLC included in the Registration Statement of 
$500,000,000 6 3/4% Senior Notes.


New York, New York
January 20, 1999


                                                  ERNST & YOUNG LLP

EX-23.4

   1
                                                                    Exhibit 23.4


               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-4 and related Prospectus of USA Networks, Inc.
for the registration of $500,000,000 6-3/4% Senior Notes and to the
incorporation by reference therein of our report dated February 24, 1998 (except
for Note 13, as to which the date is April 10, 1998), with respect to the
consolidated financial statements of Ticketmaster Group, Inc. and to our consent
dated April 23, 1998 with respect to the financial statement schedule of
Ticketmaster Group, Inc. included in the Annual Report (Form 10-K) of
Ticketmaster Group, Inc. at January 31, 1998 and for the year then ended, filed
with the Securities and Exchange Commission.


Los Angeles, California
January 25, 1999

                                                               ERNST & YOUNG LLP

EX-23.5

   1
                                                                    EXHIBIT 23.5



INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement (relating to the offer to
exchange up to $500,000,000 aggregate principal amount of new 6-3/4% Senior
Notes due 2005, which are registered with the Security and Exchange Commission
for any and all outstanding 6-3/4% Senior Notes due 2005 issued in a private
offering on November 18, 1998) of USA Networks, Inc. (formerly HSN, Inc. and
Silver King Communications, Inc.) on Form S-4, of our report dated July 2, 1996
appearing in the Prospectus, which is a part of this Registration Statement, and
to the references to us under the heading and "Experts" in such Prospectus.

DELOITTE & TOUCHE LLP

Tampa, Florida
January 26, 1999

EX-23.6

   1
                                                                    EXHIBIT 23.6


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-4 of USA Networks, Inc. of our report dated
December 8, 1997 relating to the financial statements of Universal Television
Group, which appears in such Prospectus. We also consent to the references to us
under the heading "Experts" in such Prospectus.


PRICEWATERHOUSECOOPERS LLP

January 25, 1999
Century City, CA

EX-23.7

   1
                                                                 Exhibit 23.7


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this 
Registration Statement on Form S-4 of USA Networks, Inc. of our report dated 
February 21, 1997 relating to the financial statements of USA Networks, which 
appears in such Prospectus. We also consent to the references to us under the 
heading "Experts" in such Prospectus.

PRICEWATERHOUSECOOPERS LLP

January 25, 1999
New York, NY

EX-23.8

   1
                                                                  Exhibit 23.8



                              Consent of KPMG LLP




The Board of Directors
USA Networks, Inc.

We consent to the use of our report dated February 24, 1995 on the combined
statements of income, cash flows and changes in partners' equity of USA Networks
for the year ended December 31, 1994 included herein.

                                             /s/  KPMG LLP

New York, New York
January 26, 1999

EX-23.9

   1
                                                                    EXHIBIT 23.9

                        Independent Auditors' Consent



The Board of Directors
Home Shopping Network, Inc.:


The audits referred to in our report dated February, 25, 1997, included the
related financial statement schedule of valuation and qualifying accounts for
each of the years in the two-year period ended December 31, 1996, included in
the registration statement. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits. In our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

We consent to the use of our report on the 1996 and 1995 consolidated statements
of operations, shareholders' equity and cash flows of Home Shopping Network,
Inc. and subsidiaries included herein and to the reference to our firm under the
heading "Experts" in the prospectus.

                                                 /S/ KPMG LLP
                                        
St. Petersburg, Florida
January 26, 1999

EX-23.10

   1
                                                                   EXHIBIT 23.10

                              CONSENT OF KPMG LLP


The Boards of Directors
Ticketmaster Group, Inc.:
USA Networks, Inc.:

We consent to the incorporation by reference in the registration statement of 
USA Networks, Inc. on Form S-4 of our report dated March 12, 1997, with respect 
to the consolidated financial statements of Ticketmaster Group, Inc. as of 
January 31, 1997 and for each of the years in the two year period then ended, 
which report appears in the Annual Report (Form 10-K) of Ticketmaster Group, 
Inc. for the year ended January 31, 1998, and to the reference to our firm 
under the heading "Experts" in the registration statement.

                                       /s/ KPMG LLP

Los Angeles, California
January 26, 1999

EX-25.1

   1
                                                                    Exhibit 25.1

      -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ----------------------------------------

                            THE CHASE MANHATTAN BANK
               (Exact name of trustee as specified in its charter)


NEW YORK                                                             13-4994650
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK                                                        10017
(Address of principal executive offices)                             (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
           (Name, address and telephone number of agent for service)
                  ---------------------------------------------
                               USA NETWORKS, INC.
               (Exact name of obligor as specified in its charter)

DELAWARE                                                             59-2712887
(State or other jurisdiction of                                (I.R.S. employer
incorporation or organization)                              identification No.)


152 WEST 57TH STREET
NEW YORK, NEW YORK                                                        10019
(Address of principal executive offices)                             (Zip Code)


                  ---------------------------------------------
                          6-3/4% SENIOR NOTES DUE 2005
                       (Title of the indenture securities)
                  ---------------------------------------------
   2
                                     GENERAL

Item 1. General Information.

      Furnish the following information as to the trustee:

      (a) Name and address of each examining or supervising authority to which
it is subject.

      New York State Banking Department, State House, Albany, New York 12110.

      Board of Governors of the Federal Reserve System, Washington, D.C., 20551

      Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New
      York, N.Y.

      Federal Deposit Insurance Corporation, Washington, D.C., 20429.


      (b) Whether it is authorized to exercise corporate trust powers.

         Yes.


Item 2. Affiliations with the Obligor.

      If the obligor is an affiliate of the trustee, describe each such
      affiliation.

      None.


                                      -2-
   3
Item 16. List of Exhibits

        List below all exhibits filed as a part of this Statement of
Eligibility.

        1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

        3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

        4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        5. Not applicable.

        6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

        7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

        8. Not applicable.

        9. Not applicable.

                                    SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 20th day of January, 1999.


                                 THE CHASE MANHATTAN BANK

                                 By  /s/ Robert S. Peschler
                                     ____________________________
                                     Robert S. Peschler,
                                     Assistant Vice President


                                       -3-
   4
                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business June 30, 1998, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.



                                                                            DOLLAR AMOUNTS
               ASSETS                                                        IN MILLIONS

                                                                         
Cash and balances due from depository institutions:
   Noninterest-bearing balances and
   currency and coin ..............................................            $ 12,546
   Interest-bearing balances ......................................               6,610
Securities:
Held to maturity securities .......................................               2,014
Available for sale securities .....................................              46,342
Federal funds sold and securities purchased under
   agreements to resell ...........................................              27,489
Loans and lease financing receivables:
   Loans and leases, net of unearned income....           $129,281
   Less: Allowance for loan and lease losses...              2,796
   Less: Allocated transfer risk reserve.......                  0
                                                          --------
   Loans and leases, net of unearned income,
   allowance, and reserve .........................................             126,485
Trading Assets ....................................................              58,015
Premises and fixed assets (including capitalized
   leases) ........................................................               3,001
Other real estate owned ...........................................                 260
Investments in unconsolidated subsidiaries and
    associated companies...........................................                 255
Customers' liability to this bank on acceptances
   outstanding ....................................................               1,245
Intangible assets .................................................               1,492
Other assets ......................................................              16,408
                                                                               --------

TOTAL ASSETS ......................................................            $302,162
                                                                               ========



                            - 4 -
   5
                                                               
                         LIABILITIES

Deposits
   In domestic offices ...................................           $  99,347
   Noninterest-bearing ........................$  41,566
   Interest-bearing ...........................   57,781
                                               ---------
   In foreign offices, Edge and Agreement,
   subsidiaries and IBF's ................................              80,602
   Noninterest-bearing ........................$   4,109
   Interest-bearing ...........................   76,493

Federal funds purchased and securities sold under agree-
ments to repurchase ......................................              37,760
Demand notes issued to the U.S. Treasury .................               1,000
Trading liabilities ......................................              42,941

Other borrowed money (includes mortgage indebtedness
   and obligations under capitalized leases):
   With a remaining maturity of one year or less .........               4,162
   With a remaining maturity of more than one year
       through three years ...............................                 213
   With a remaining maturity of more than three years.....                 106
Bank's liability on acceptances executed and outstanding..               1,245
Subordinated notes and debentures ........................               5,408
Other liabilities ........................................              11,796

TOTAL LIABILITIES ........................................             284,580
                                                                     =========

                       EQUITY CAPITAL

Perpetual preferred stock and related surplus ............                   0
Common stock .............................................               1,211
Surplus (exclude all surplus related to preferred stock)..              10,441
Undivided profits and capital reserves ...................               5,916
Net unrealized holding gains (losses)
on available-for-sale securities .........................                  (2)
Cumulative foreign currency translation adjustments ......                  16

TOTAL EQUITY CAPITAL .....................................              17,582
                                                                     ---------
TOTAL LIABILITIES AND EQUITY CAPITAL .....................           $ 302,162
                                                                     =========




I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

                        WALTER V. SHIPLEY       )
                        THOMAS G. LABRECQUE     )DIRECTORS
                        WILLIAM B. HARRISON, JR.)


                             -5-

EX-27.1

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF HOLDCO FOR THE YEAR ENDED DECEMBER 31, 1997.

<CIK> 0000791024
<NAME> HOME SHOPPING NETWORK INC
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               DEC-31-1997
<CASH>                                          23,022
<SECURITIES>                                         0
<RECEIVABLES>                                   39,044
<ALLOWANCES>                                         0
<INVENTORY>                                    145,975
<CURRENT-ASSETS>                               236,854
<PP&E>                                          92,070
<DEPRECIATION>                                  12,479
<TOTAL-ASSETS>                               1,663,508
<CURRENT-LIABILITIES>                          192,985
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                     1,221,408
<OTHER-SE>                                      82,996
<TOTAL-LIABILITY-AND-EQUITY>                 1,663,508
<SALES>                                      1,037,060
<TOTAL-REVENUES>                             1,037,060
<CGS>                                          614,799
<TOTAL-COSTS>                                  614,799
<OTHER-EXPENSES>                               361,119
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               9,728
<INCOME-PRETAX>                                 41,299
<INCOME-TAX>                                    27,490
<INCOME-CONTINUING>                             13,809
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    13,809
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

 

EX-27.2

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF HOLDCO FOR THE YEAR ENDED DECEMBER 31, 1996.

<CIK> 0000791024
<NAME> HOME SHOPPING NETWORK INC

<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                          16,274
<SECURITIES>                                         0
<RECEIVABLES>                                   38,581
<ALLOWANCES>                                         0
<INVENTORY>                                    100,527
<CURRENT-ASSETS>                               187,719
<PP&E>                                          81,526
<DEPRECIATION>                                     437
<TOTAL-ASSETS>                               1,645,108
<CURRENT-LIABILITIES>                          184,571
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                     1,221,408
<OTHER-SE>                                      68,055
<TOTAL-LIABILITY-AND-EQUITY>                 1,645,108
<SALES>                                      1,014,705
<TOTAL-REVENUES>                             1,014,705
<CGS>                                          625,697
<TOTAL-COSTS>                                  625,697
<OTHER-EXPENSES>                               347,822
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               9,918
<INCOME-PRETAX>                                 33,262
<INCOME-TAX>                                    12,641
<INCOME-CONTINUING>                             20,621
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    20,620
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

 

EX-27.3

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF HOLDCO FOR THE YEAR ENDED DECEMBER 31, 1995.

<CIK> 0000791024
<NAME> HOME SHOPPING NETWORK INC
 
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                       0
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                         0
<SALES>                                        919,796
<TOTAL-REVENUES>                               919,796
<CGS>                                          602,849
<TOTAL-COSTS>                                  602,849
<OTHER-EXPENSES>                               397,227
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              10,077
<INCOME-PRETAX>                               (95,205)
<INCOME-TAX>                                  (33,322)
<INCOME-CONTINUING>                           (61,883)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (61,883)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

 

EX-27.4

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF USANi LLC FOR THE YEAR ENDED DECEMBER 31, 1997.

<CIK> 0001077059
<NAME> USANI LLC
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               DEC-31-1997
<CASH>                                          23,022
<SECURITIES>                                         0
<RECEIVABLES>                                   39,044
<ALLOWANCES>                                         0
<INVENTORY>                                    145,975
<CURRENT-ASSETS>                               236,854
<PP&E>                                          92,070
<DEPRECIATION>                                  12,479
<TOTAL-ASSETS>                               1,653,875
<CURRENT-LIABILITIES>                          195,533
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,408,362
<TOTAL-LIABILITY-AND-EQUITY>                 1,653,875
<SALES>                                      1,037,060
<TOTAL-REVENUES>                             1,037,060
<CGS>                                          614,799
<TOTAL-COSTS>                                  614,799
<OTHER-EXPENSES>                               361,119
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,464
<INCOME-PRETAX>                                 46,563
<INCOME-TAX>                                    30,308
<INCOME-CONTINUING>                             16,255
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    16,255
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

 

EX-27.5

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF USANi LLC FOR THE YEAR ENDED DECEMBER 31, 1996.

<CIK> 0001077059
<NAME> USANI LLC

<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                          16,274
<SECURITIES>                                         0
<RECEIVABLES>                                   38,581
<ALLOWANCES>                                         0
<INVENTORY>                                    100,527
<CURRENT-ASSETS>                               187,719
<PP&E>                                          81,526
<DEPRECIATION>                                     437
<TOTAL-ASSETS>                               1,636,380
<CURRENT-LIABILITIES>                          184,321
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,390,975
<TOTAL-LIABILITY-AND-EQUITY>                 1,636,380
<SALES>                                              0 
<TOTAL-REVENUES>                                     0 
<CGS>                                                0 
<TOTAL-COSTS>                                        0 
<OTHER-EXPENSES>                                     0 
<LOSS-PROVISION>                                     0 
<INTEREST-EXPENSE>                                   0 
<INCOME-PRETAX>                                      0 
<INCOME-TAX>                                         0 
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0