Amended Certificate Of Incorporation

EXHIBIT 3.1)


CERTIFICATE OF AMENDMENT


OF


CERTIFICATE OF INCORPORATION


OF


CSC HOLDINGS, INC.


CSC HOLDINGS, INC., a Delaware corporation, hereby certifies as follows:


FIRST. The Board of Directors of said corporation duly adopted a resolution setting forth and declaring advisable the amendment of (a) Sections VII(A) and VII(H)(ii) of the Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights and Qualifications, Limitations and Restrictions Thereof of the 11 3/4% Series H Redeemable Exchangeable Preferred Stock of CSC Holdings, Inc. (the "Series H Preferred Stock Certificate of Designations"), (b) Sections VII(A) and VII(H)(ii) of the Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights and Qualifications, Limitations and Restrictions Thereof of the 8 1/2% Series I Cumulative Convertible Exchangeable Preferred Stock of CSC Holdings, Inc. (the "Series I Preferred Stock Certificate of Designations"), and (c) Sections VII(A) and VII(H)(ii) of the Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights and Qualifications, Limitations and Restrictions Thereof of the 1 11/8% Series M Redeemable Exchangeable Preferred Stock of CSC Holdings, Inc. (the "Series M Preferred Stock Certificate of Designations") to provide the voting rights described in the text of such amendments as set forth below so that, as amended:


1. Section VII(A) of the Series H Certificate of Designations shall
read in its entirety as follows:


"(A) Except as otherwise required under Delaware law and except
as set forth below in this paragraph (A) or in paragraphs (B) and (C)
below, at every meeting of stockholders of the corporation, each
Holder of shares of 11 3/4% Series H Redeemable Exchangeable Preferred
Stock shall be entitled to cast 1/100 of one (1) vote in person or by
proxy for each share of 11 3/4% Series H Redeemable Exchangeable
Preferred


Stock standing in his or her name on the transfer books of the
corporation. Except (i) as otherwise required under Delaware law, (ii)
pursuant to the Certificate of Incorporation of the corporation, as
the same may be amended from time to time, or (iii) pursuant to the
provisions of any Certificates of Designations filed with respect to
any other series of Additional Preferred Stock, and except as set
forth in paragraphs (B) and (C) below, holders of shares of Common
Stock, Holders of shares of 11 3/4% Series H Redeemable Exchangeable
Preferred Stock and Holders of shares of other series of Additional
Preferred Stock shall vote together as a single class on all matters
required or permitted to be voted upon by the stockholders of the
corporation; provided, however, that, notwithstanding anything in this
Section VII to the contrary, except as otherwise required under
Delaware law and as set forth in paragraphs (B) and (C) below,
following any consolidation or merger in which the entity formed by or
surviving such consolidation or merger is other than the corporation,
the Holders of shares of 11 3/4% Series H Redeemable Exchangeable
Preferred Stock shall no longer be entitled or permitted to vote on
any matter required or permitted to be voted upon by the stockholders
of such resulting or surviving entity."


2. Section VII(H)(ii) of the Series H Certificate of Designations
shall read in its entirety as follows:


"(ii) Except where the holders of shares of Common Stock, Holders
of shares of 11 3/4% Series H Redeemable Exchangeable Preferred Stock
and Holders of shares of other series of Additional Preferred Stock
shall vote together as a single class, as provided in Section VII(A)
above, in any case in which the Holders of shares of the 11 3/4%
Series H Redeemable Exchangeable Preferred Stock shall be entitled to
vote pursuant to this Section VII or pursuant to Delaware law, each
Holder of shares of 11 3/4% Series H Redeemable Exchangeable Preferred
Stock shall be entitled to one vote for each share of 11 3/4% Series H
Redeemable Exchangeable Preferred Stock held."


3. Section VII(A) of the Series I Certificate of Designations shall
read in its entirety as follows:


"(A) Except as otherwise required under Delaware law and except
as set forth below in this paragraph (A) or in paragraphs (B) and (C)
below, at every meeting of stockholders of the corporation, each
Holder of shares of Series I Preferred Stock shall be entitled to cast
1/10 of one (1) vote in person or by proxy for each share of Series I
Preferred


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Stock standing in his or her name on the transfer books of the
corporation. Except (i) as otherwise required under Delaware law, (ii)
pursuant to the Certificate of Incorporation of the corporation, as
the same may be amended from time to time, or (iii) pursuant to the
provisions of any Certificates of Designations filed with respect to
any other series of Additional Preferred Stock, and except as set
forth in paragraphs (B) and (C) below, holders of shares of Common
Stock, Holders of shares of Series I Preferred Stock and Holders of
shares of other series of Additional Preferred Stock shall vote
together as a single class on all matters required or permitted to be
voted upon by the stockholders of the corporation; provided, however,
that, notwithstanding anything in this Section VII to the contrary,
except as otherwise required under Delaware law and as set forth in
paragraphs (B) and (C) below, following any consolidation or merger in
which the entity formed by or surviving such consolidation or merger
is other than the corporation, the Holders of shares of Series I
Preferred Stock shall no longer be entitled or permitted to vote on
any matter required or permitted to be voted upon by the stockholders
of such resulting or surviving entity."


4. Section VII(H)(ii) of the Series I Certificate of Designations
shall read in its entirety as follows:


"(ii) Except where the holders of shares of Common Stock, Holders
of shares of Series I Preferred Stock and Holders of shares of other
series of Additional Preferred Stock shall vote together as a single
class, as provided in Section VII(A) above, in any case in which the
Holders of shares of the Series I Preferred Stock shall be entitled to
vote pursuant to this Section VII or pursuant to Delaware law, each
Holder of shares of Series I Preferred Stock shall be entitled to one
vote for each share of Series I Preferred Stock held."


5. Section VII(A) of the Series M Certificate of Designations shall
read in its entirety as follows:


"(A) Except as otherwise required under Delaware law and except
as set forth below in this paragraph (A) or in paragraphs (B) and (C)
below, at every meeting of stockholders of the corporation, each
Holder of shares of 11 1/8% Series M Redeemable Exchangeable Preferred
Stock and Series L Preferred Stock shall be entitled to cast one (1)
vote in person or by proxy for each share of 11 1/8% Series M
Redeemable Exchangeable Preferred Stock or Series L Preferred Stock
standing in his or her name on the transfer books of the corporation.


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Except (i) as otherwise required under Delaware law, (ii) pursuant to
the Certificate of Incorporation of the corporation, as the same may
be amended from time to time, or (iii) pursuant to the provisions of
any Certificates of Designations filed with respect to any other
series of Additional Preferred Stock, and except as set forth in
paragraphs (B) and (C) below, holders of shares of Common Stock,
Holders of shares of 11 1/8% Series M Redeemable Exchangeable
Preferred Stock and Holders of shares of other series of Additional
Preferred Stock shall vote together as a single class on all matters
required or permitted to be voted upon by the stockholders of the
corporation; provided, however; that, notwithstanding anything in this
Section VII to the contrary, except as otherwise required under
Delaware law and as set forth in paragraphs (B) and (C) below,
following any consolidation or merger in which the entity formed by or
surviving such consolidation or merger is other than the corporation,
the Holders of shares of 11 1/8% Series M Redeemable Exchangeable
Preferred Stock and Series L Preferred Stock shall no longer be
entitled or permitted to vote on any matter required or permitted to
be voted upon by the stockholders of such resulting or surviving
entity."


6. Section VII(H)(ii) of the Series M Certificate of Designations
shall read in its entirety as follows:


"(ii) Except where the holders of shares of Common Stock, Holders
of shares of 11 1/8% Series M Redeemable Exchangeable Preferred Stock
and Holders of shares of other series of Additional Preferred Stock
shall vote together as a single class, as provided in Section VII(A)
above, in any case in which the Holders of shares of the 11 1/8%
Series M Redeemable Exchangeable Preferred Stock and Series L
Preferred Stock shall be entitled to vote pursuant to this Section VII
or pursuant to Delaware law, each Holder of shares of 11 1/8% Series M
Redeemable Exchangeable Preferred Stock or Series L Preferred Stock,
as the case may be, shall be entitled to one vote for each share of 11
1/8% Series M Redeemable Exchangeable Preferred Stock or Series L
Preferred Stock held."


SECOND. In lieu of a vote of stockholders, written consent to the foregoing amendment has been given by the holder of all of the outstanding stock entitled to vote thereon in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware; and such amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


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IN WITNESS WHEREOF, CSC Holdings, Inc. has caused this certificate to be signed by William J. Bell, its Vice Chairman, on the 1st day of April, 1999.


CSC HOLDINGS, INC.


By /s/ William J. Bell
Name: William J. Bell
Title: Vice Chairman


Attested by:


/s/ David Deitch Name: David Deitch Title: Vice President


5


CERTIFICATE OF AMENDMENT


OF


CERTIFICATE OF INCORPORATION


OF


CSC HOLDINGS, INC.


CSC HOLDINGS, INC., a Delaware corporation, hereby certifies as follows:


FIRST. The Board of Directors of said corporation duly adopted a resolution setting forth and declaring advisable the amendment of Article Fourth of the certificate of incorporation of said corporation to increase the total number of shares which the corporation shall have authority to issue from 10,000,000 shares of Capital Stock to 20,000,000 shares of Capital Stock of the par value of $0.01 per share so that, as amended, said Article shall read as follows:


"FOURTH. The aggregate number of shares that the corporation
shall have authority to issue is 20,000,000: (a) 10,000,000 shares of
Common Stock, par value $0.01 per share; (b) 10,000,000 shares of
Preferred Stock, par value $.01 per share ("Preferred Stock").


I. Powers of the Board of Directors.


Authority is hereby expressly granted to the Board of Directors
to authorize the issue of one or more series of additional preferred
stock ("Additional Preferred Stock"), and with respect to each series
to set forth in a Certificate or Certificate of Designations
provisions with respect to the issuance of such series:


(a) the maximum number of shares to constitute such series
and the distinctive designation thereof;


(b) whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law and, if
so, the terms of such voting rights;


(c) the dividend rate, if any, on the shares of such series,
the conditions and dates upon which such dividends shall be
payable, the


preference or relation which such dividends shall bear to the
dividends payable on any other class or classes or on any other
series of capital stock, and whether such dividends shall be
cumulative or non-cumulative;


(d) whether the shares of such series shall be subject to
redemption by the corporation and, if made subject to redemption,
the times, prices and other terms and conditions of such
redemption;


(e) the rights of the holders of shares of such series upon
the liquidation, dissolution or winding-up of the corporation;


(f) whether or not the shares of such series shall be
subject to the operation of a retirement or sinking fund and, if
so, the extent to and manner in which any such retirement or
sinking fund shall be applied to the purchase or redemption of
the shares of such series for retirement or to other corporate
purposes and the terms and provisions relative to the operation
thereof;


(g) whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of stock of any
other class or classes, or of any other series of the same class
and, if so, convertible or exchangeable, the price or prices or
the rate or rates of conversion or exchange and the method, if
any, of adjusting the same;


(h) the limitations and restrictions, if any, to be
effective while any shares of such series are outstanding upon
the payment of dividends or making of other distributions on and,
upon the purchase, redemption or other acquisition by the
corporation of the Class A Common Stock or any other class or
classes of stock of the corporation ranking junior to the shares
of such series either as to dividends or upon liquidation;


(i) the conditions or restrictions, if any, upon the
creation of indebtedness of the corporation or upon the issue of
any additional stock (including additional shares of such series
or of any other series or of any other class) ranking on a parity
with or prior to the shares of such series as to dividends or
distribution of assets on liquidation, dissolution or winding-up;
and


(j) any other preference and relative, participating,
optional or other special rights, and qualifications, limitations
or restrictions thereof as shall not be inconsistent with this
Article FOURTH.


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II. Ranking.


All shares of any one series of Additional Preferred Stock shall be
identical with each other in all respects, except that share of any one
series issued at different times may differ as to the dates from which
dividends, if any, thereon shall be cumulative; and all series shall rank
equally and be identical in all respects, except as permitted by the
foregoing provisions of Section I hereof; and all shares of Additional
Preferred Stock shall rank senior to the common stock both as to dividends
and upon liquidation.


III. Liquidation Rights.


In the event of any liquidation, dissolution or winding-up of the
corporation, before any payment or distribution of the assets of the
corporation (whether capital or surplus) shall be made to or set apart for
the holders of any class or classes of stock of the corporation ranking
junior to the Additional Preferred Stock upon liquidation, the holders of
the shares of the Additional Preferred Stock shall be entitled to receive
payment at the rate fixed herein or in the resolution or resolutions
adopted by the Board of Directors providing for the issue of such series,
plus (if dividends on shares of such series of Additional Preferred Stock
shall be cumulative) an amount equal to all dividends (whether or not
earned or declared) accumulated to the date of final distribution to such
holders; but they shall be entitled to no further payment. If, upon any
liquidation, dissolution or winding-up of the corporation, the assets of
the corporation, or proceeds thereof, distributable among the holders of
the shares of the Additional Preferred Stock shall be insufficient to pay
in full the preferential amount aforesaid, then such assets, or the
proceeds thereof, shall be distributed among such holders ratably in
accordance with the respective amounts which would be payable on such
shares if all amounts payable thereon were paid in full. For the purposes
of this Section III, the voluntary sale, conveyance, exchange or transfer
(for cash, shares of stock, securities or other consideration) of all or
substantially all of the property or assets of the corporation shall be
deemed a voluntary liquidation, dissolution or winding-up of the
corporation, but a consolidation or merger of the corporation with one or
more other corporations shall not be deemed to be a liquidation,
dissolution or winding-up, voluntary or involuntary.


V. Voting.


Except as shall be otherwise stated and expressed herein or in the
Certificate or Certificates of Designations adopted by the Board of
Directors with respect to the issuance of any series of Additional
Preferred Stock and except as


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otherwise required by laws of the State of Delaware, the holders
of shares of Additional Preferred Stock shall have, with respect
to such shares, no right or power to vote on any question or in
any proceeding or to be represented at, or to receive notice of,
any meeting of stockholders."


and declaring that, simultaneously with the effectiveness of said amendment of Article Fourth, each of the issued and outstanding shares of Common Stock of the par value of $1.00 per share shall be changed and reclassified into 5,000 shares of Common Stock of the par value of $0.01 per share.


SECOND. In lieu of a vote of stockholders, written consent to the foregoing amendment has been given by the holder of all of the outstanding stock entitled to vote thereon in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware; and such amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


IN WITNESS WHEREOF, CSC Holdings, Inc. has caused this certificate to be signed by William J. Bell, its Vice Chairman, on the 1st day of April, 1999.


CSC HOLDINGS, INC.


By /s/ William J. Bell
Name: William J. Bell
Title: Vice Chairman


Attested by:


/s/ David Deitch Name: David Deitch Title: Vice President


4


CERTIFICATE OF AMENDMENT


OF


CERTIFICATE OF INCORPORATION


OF


CSC HOLDINGS, INC.


CSC Holdings, Inc., a Delaware corporation (the "corporation"), hereby certifies as follows:


FIRST. The Board of Directors of said corporation duly adopted a resolution setting forth and declaring advisable the amendment of Article FOURTH, of the certificate of incorporation of said corporation to add the following at the end of the first sentence:


"I Powers of the Board of Directors.


Authority is hereby expressly granted to the Board of Directors to
authorize the issue of one or more series of additional preferred stock
("Additional Preferred Stock"), and with respect to each series to set
forth in a Certificate or Certificate of Designations provisions with
respect to the issuance of such series:


a. the maximum number of shares to constitute such series and the
distinctive designation thereof;


b. whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law and, if so, the terms of
such voting rights;


c. the dividend rate, if any, on the shares of such series, the
conditions and dates upon which such dividends shall be payable, the
preference or relation which such dividends shall bear to the
dividends payable on any either class or classes or on any


other series of capital stock, and whether such dividends shall be
cumulative or non-cumulative;


d. whether the shares of such series shall be subject to
redemption by the corporation and, if made subject to redemption, the
times, prices and other terms and conditions of such redemption;


e. the rights of the holders of shares of such series upon the
liquidation, dissolution or winding-up of the corporation;


f. whether or not the shares of such series shall be subject to
the operation of a retirement or sinking fund and, if so, the extent
to and manner in which any such retirement or sinking fund shall be
applied to the purchase or redemption of the shares of such series for
retirement or to other corporate purposes and the terms and provisions
relative to the operation thereof;


g. whether or not the shares of such series shall be convertible
into, or exchangeable for, shares of stock of any other class or
classes, or of any other series of the same class and, if so,
convertible or exchangeable, the price or prices or the rate or rates
of conversion or exchange and the method, if any, of adjusting the
same;


h. the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the payment of
dividends or making of other distributions on and, upon the purchase,
redemption or other acquisition by the corporation of the Class A
Common Stock or any other class or classes of stock of the corporation
ranking junior to the shares of such series either as to dividend or
upon liquidation;


i. the conditions or restrictions, if any, upon the creation of
indebtedness of the corporation or upon the issue of any additional
stock (including additional shares of such series or of any other
series or of any other class) ranking on a parity with or prior to the
shares of such series as to dividends or distribution of assets on
liquidation, dissolution or winding-up; and


j. any other preference and relative, participating, optional or
other special rights, and qualifications, limitations or


-2-


restrictions thereof as shall, not be inconsistent with this Article
FOURTH.


II. Ranking.


All shares of any one series of Additional Preferred Stock shall
be identical with each other in all respects, except that share of any
one series issued at different times may differ as to the dates from
which dividends, if any, thereon shall be cumulative; and all series
shall rank equally and be identical in all respects, except as
permitted by the foregoing provisions of Section I hereof; and all
shares of Additional Preferred Stock shall rank senior to the common
stock both as to dividends and upon liquidation.


III. Liquidation Rights.


In the event of any liquidation, dissolution or winding-up of the
corporation, before any payment or distribution of the assets of the
corporation (whether capital or surplus) shall be made to or set apart
for the holders of any class or classes of stock of the corporation
ranking junior to the Additional Preferred Stock upon liquidation, the
holders of the shares of the Additional Preferred Stock shall be
entitled to receive payment at the rate fixed herein or in the
resolution or resolutions adopted by the Board of Directors providing
for the issue of such series, plus (if dividends on shares of such
series of Additional Preferred Stock shall be cumulative) an amount
equal to all dividends (whether or not earned or declared) accumulated
to the date of final distribution to such holders; but they shall be
en ...