Exhibit 3.1

RESTATED ARTICLES OF INCORPORATION

OF

MEREDITH CORPORATION

I

The name of the corporation is MEREDITH CORPORATION.

II

The corporation is organized for the purpose of engaging in any lawful

business for which corporations may be organized under the Iowa Business

Corporation Act.

III

A. Capitalization. The total number of shares of stock of all classes

which the corporation shall have authority to issue is 21,000,000 shares, of

which 1,000,000 shares shall be preferred stock, par value $1.00 per share

(hereinafter called "series preferred stock"), and 20,000,000 shares of which

shall be common stock, par value $1.00 per share (hereinafter called "common

stock").

The designations and the powers, preferences and rights, and the

qualifications, limitations or restrictions thereof, of the shares of each

class are as follows:

1. The series preferred stock may be issued from time to time in one

or more series, the shares of each series to have the voting powers, full

or limited, and the designations, preferences and relative, participating,

optional or other special rights, and qualifications, limitations or

restrictions thereof as are stated and expressed herein or in the

resolution or resolutions providing for the issuance of the series,

adopted by the board of directors as hereinafter provided.

2. Authority is hereby expressly granted to the board of directors

of the corporation, subject to the provisions of this Article III and to

the limitations prescribed by law, to authorize the issuance of one or

more series of series preferred stock and with respect to each series to

fix by resolution or resolutions providing for the issuance of the series

the voting powers, full or limited, if any, of the shares of the series

and the designations, preferences and relative, participating, optional or

other special rights, and the qualifications, limitations or restrictions

thereof. Each series shall consist of such number of shares as shall be

stated and expressed in the resolution or resolutions providing for the

issuance of the stock of the series together with such additional number

of shares as the board of directors by resolution or resolutions may from

time to time determine to issue as a part of the series. The board of

directors may from time to time decrease the number of shares of any

series of series preferred stock (but not below the number thereof then

outstanding) by providing that any unissued shares previously assigned to

the series shall no longer constitute part thereof and may assign the

unissued shares to an existing or newly created series.

The authority of the board of directors with respect to each series

shall include, but not be limited to, the determination or fixing of the

following:

(a) The designation of the series.

(b) The dividend rate of the series, the conditions and dates

upon which dividends shall be payable, the relation which the

dividends shall bear to the dividends payable on any other class or

classes of stock, and whether the dividends shall be cumulative or

non-cumulative.

(c) Whether the shares of the series shall be subject to

redemption by the corporation and, if made subject to redemption, the

times, prices and other terms and conditions of the redemption.

(d) The rights of the holders of the shares of the series upon

the dissolution of, or upon the distribution of assets of, the

corporation, and the amount payable on the shares in the event of

voluntary or involuntary liquidation.

(e) The terms and amount of any sinking fund provided for the

purchase or redemption of the shares of the series.

(f) Whether or not the shares of the series shall be

convertible into or exchangeable for shares of any other classes or

of any other series of any class or classes of stock of the

corporation and, if provision be made for conversion or exchange, the

times, prices, rates, adjustments, and other terms and conditions of

the conversion or exchange.

(g) The extent, if any, to which the holders of the shares of

the series shall be entitled to vote with respect to the election of

directors or otherwise.

3. The holders of shares of each series of series preferred stock

shall be entitled to receive, when and as declared by the board of

directors, out of funds legally available for the payment of dividends,

dividends at the rates fixed by the board of directors for such series,

and no more, before any dividends, other than dividends payable in common

stock, shall be declared and paid, or set apart for payment, on the common

stock with respect to the same dividend period.

4. Whenever, at any time, dividends on the then outstanding series

preferred stock as may be required with respect to any series outstanding

shall have been paid or declared and set apart for payment and after

complying with respect to any retirement or sinking fund or funds for any

series of series preferred stock, the board of directors may, subject to

the provisions of the resolution or resolutions creating any series of

series preferred stock, declare and pay dividends on the common stock, and

the holders of shares of preferred stock shall not be entitled to share

therein.

5. The holders of shares of each series of series preferred stock

shall be entitled upon liquidation or dissolution or upon the distribution

of the assets of the corporation to such preferences as provided in the

resolution or resolutions creating the series, and no more, before any

distribution of the assets of the corporation shall be made to the holders

of shares of common stock. Whenever the holders of shares of series

preferred stock shall have been paid the full amounts to which they shall

be entitled, the holders of shares of the common stock shall be entitled

to share ratably in all the remaining assets of the corporation.

6. At all meetings of the stockholders of the corporation, the

holders of shares of the common stock shall be entitled to one vote for

each share of common stock held by them. Except as otherwise required by

law and except for such voting powers with respect to the election of

directors or other matters as may be stated in the resolution or

resolutions of the board of directors providing for the issuance of any

series of series preferred stock, the holders of the series shall have no

voting power whatsoever.

7. No holder of any share of any class of stock of the corporation

shall have any preemptive right to subscribe for or acquire additional

shares of stock of any class of the corporation or warrants or options to

purchase, or securities convertible into, shares of any class of stock of

the corporation.

B. Restrictions on Ownership, Transfer and Voting. So long as the

corporation or any of its subsidiaries is subject to any law of the United

States or any state therein which restricts ownership or voting of capital

stock by aliens (as defined by the bylaws), not more than one-fifth of the

shares outstanding shall be owned of record or voted by or for the account of

aliens or their representatives or affiliates. The board of directors may

issue share certificates representing not more than one-fifth of the shares of

the stock of the corporation at any time outstanding in special form which may

be owned or held by aliens, such certificates to be known as "Foreign Share

Certificates" and to be so marked, but under no circumstances shall the total

amount of voting stock of any class represented by Foreign Share Certificates,

plus the amount of voting stock of that class owned by or for the account of

aliens and represented by certificates not so marked, exceed one-fifth of the

aggregate number of outstanding shares of such class.

Shares of stock shall be transferable on the books of the corporation by

the holder thereof, in person or by duly authorized attorney, upon the

surrender of the certificate representing the shares to be transferred,

properly endorsed; provided, however, that shares of stock other than shares

represented by Foreign Share Certificates shall be transferable to aliens or

any person holding for the account thereof only when the aggregate number of

shares of stock owned by or for the account of aliens will not then be more

than one-fifth of the number of shares of stock outstanding. The board of

directors may direct that, before shares of stock shall be transferred on the

books of the corporation, the corporation may require information as to whether

the proposed transferee is an alien or will hold the stock for the account of

an alien.

If the stock records of the corporation shall at any time disclose alien

ownership of one-fifth or more of the voting stock of any class and it shall be

found by the corporation that any certificate for shares marked "Domestic Share

Certificate" is, in fact, held by or for the account of any alien, the holder

of the shares represented by that certificate shall not be entitled to vote, to

receive dividends or to have any other rights with respect to such shares,

except the right to transfer the shares to a non-alien (as defined in the

bylaws).

If the stock records of the corporation shall at any time disclose alien

ownership of one-fifth or more of the voting stock of any class and a request

is made by an alien to have shares registered in its name or for its account,

the corporation shall be under no obligation to effect the transfer or to issue

or reissue any stock certificates to or for the account of the alien. In

addition, if a proposed transferee of any shares is an alien, and the transfer

to such alien would result in alien ownership of one-fifth or more of the

voting stock of any class, the corporation shall be under no obligation to

effect the transfer or to issue or reissue any stock certificates to or for the

account of the alien. Further, if it is determined at any time that a transfer

has resulted in alien ownership of one-fifth or more of the voting stock of any

class, the holder of the shares which resulted in the alien ownership of one-

fifth or more of the voting stock shall not be entitled to vote, to receive

dividends or have any other rights with respect to such shares, except the

right to transfer those shares to a non-alien.

Amendment or deletion of these provisions covering restrictions on

ownership, transfer and voting shall require the affirmative vote of at least

80% of each class of outstanding shares of the corporation.

The board of directors shall establish rules, regulations and procedures

to assure compliance with the enforcement of this Article III B.

IV

The number of directors of the corporation shall be fixed from time to

time in the manner provided in the bylaws but shall not be fewer than three nor

more than fifteen. The directors shall be divided into three classes: Class

I, Class II, and Class III. Each class shall consist, as nearly as may be

possible, of one-third of the total number of directors. At the annual meeting

of stockholders on November 14, 1983, Class I directors shall be elected for a

one-year term, Class II directors for a two-year term and Class III for a

three-year term. At each succeeding annual meeting of stockholders, beginning

in 1984, successors to the class of directors whose term expires at that annual

meeting shall be elected for a three-year term. If the number of directors is

changed, any increase or decrease shall be apportioned among the classes so as

to maintain the number of directors in each class as nearly equal as possible,

and any additional director of any class shall hold office for a term that

shall coincide with the remaining term of that class, but in no case will a

decrease in the number of directors shorten the term of any incumbent director.

A director shall hold office until the annual meeting for the year in which his

or her term expires and until a successor shall be elected and qualified,

subject, however, to prior death, resignation, retirement, disqualification or

removal from office. Any vacancy occurring on the board of directors may be

filled by a majority of the directors in office, although less than a quorum,

or by a sole remaining director, and any vacancy on the board of directors that

results from an increase in the number of directors may be filled by a majority

of the board of directors in office. Any director elected to fill a vacancy

shall have the same remaining term as that of his or her predecessor.

A director may be removed only for cause and by the affirmative vote of

the holders of not less than 80 percent of the outstanding shares of voting

stock at a meeting of stockholders duly called for the consideration of such

removal. Cause shall mean conviction of a felony or adjudication of liability

for negligence or misconduct in the performance of a director's duty to the

company.

The affirmative vote of the holders of not less than 80 percent of the

outstanding shares of voting stock is required to amend this provision.

V

Notwithstanding any other provisions of the corporation's Restated

Articles of Incorporation or bylaws (and notwithstanding the fact that some

lesser percentage may be specified by law), any amendment of these Restated

Articles of Incorporation which would permit the holders of stock of the

corporation to amend, alter, change or repeal the bylaws or any part thereof,

shall require the affirmative vote of holders of not less than 80 percent of

the outstanding shares of voting stock of the corporation.

VI

No action required or permitted to be taken at any annual or special

meeting of the stockholders of the corporation may be taken without a meeting

and the power of stockholders to consent in writing, without a meeting, to the

taking of any action is specifically denied.

Any amendment or deletion of the provisions of this Article VI shall

require the affirmative vote of the holders of not less than 80 percent of the

outstanding shares of voting stock of the corporation.

VII

The affirmative vote of the holders of not less than 80 percent of the

outstanding shares of "voting stock" (as hereinafter defined) of the

corporation shall be required for the approval or authorization of any

"business combination" (as hereinafter defined) of the corporation with any

"substantial stockholder" (as hereinafter defined); provided, however, that the

80 percent voting requirement shall not be applicable if:

1. The "continuing directors" of the corporation (as hereinafter

defined) by a two-thirds vote (a) have expressly approved in advance the

acquisition of outstanding shares of voting stock of the corporation that

caused the substantial stockholder to become a substantial stockholder or

(b) have approved the business combination prior to the substantial

stockholder involved in the business combination having become a

substantial stockholder;

2. The business combination is solely between the corporation and

another corporation, 100 percent of the voting stock of which is owned

directly or indirectly by the corporation; or

3. The business combination is a merger or consolidation and the

cash or fair market value of the property, securities or other

consideration to be received per share by holders of common stock of the

corporation in the business combination is not less than the "fair price"

(as hereinafter defined) of the common stock.

For the purposes of this Article VII:

1. The term "business combination" shall mean (a) any merger or

consolidation of the corporation or a subsidiary with or into a

substantial stockholder, (b) any sale, lease, exchange, transfer or other

disposition, including without limitation a mortgage or any other security

device, of all or any "substantial part" (as hereinafter defined) of the

assets either of the corporation (including without limitation any voting

securities of a subsidiary) or of a subsidiary, to the substantial

stockholder, (c) any merger or consolidation of a substantial stockholder

with or into the corporation or a subsidiary of the corporation, (d) any

sale, lease, exchange, transfer or other disposition of all or any

substantial part of the assets of the substantial stockholder to the

corporation or a subsidiary of the corporation for consideration

aggregating $5,000,000 or more, (e) the issuance of any securities of the

corporation or a subsidiary of the corporation to a substantial

stockholder, (f) any reclassification or recapitalization (including any

reverse stock split) of the corporation or any of its subsidiaries or a

reorganization, in any case having the effect, directly or indirectly, of

increasing the percentage interest of a substantial stockholder in any

class of equity securities of the corporation or such subsidiary, and (g)

any agreement, contract or other arrangement providing for any of the

transactions described in this definition of business combination.

2. The term "substantial stockholder" shall mean and include any

individual, corporation, partnership or other person or entity which,

together with its "affiliates" and "associates" (as defined on September

1, 1983, in Rule 12b-2 under the Securities Exchange Act of 1934),

"beneficially owns" (as defined on September 1, 1983, in Rule 13d-3 under

the Securities Exchange Act of 1934) in the aggregate 20 percent or more

of the outstanding voting stock of the corporation, and any affiliate or

associate of any such individual, corporation, partnership or other person

or entity.

3. The term "substantial part" shall mean assets having a "fair

value" (as hereinafter defined) in excess of 10 percent of the fair market

value of the total consolidated assets of the corporation in question as

of the end of its most recent fiscal year ending prior to the time the

determination is being made.

4. Without limitation, any shares of common stock of the corporation

that any substantial stockholder has the right to acquire pursuant to any

agreement, or upon exercise of conversion rights, warrants or options, or

otherwise, shall be deemed beneficially owned by the substantial

stockholder.

5. For the purposes of this Article VII, the term "other

consideration to be received" shall include, without limitation, common

stock of the corporation retained by its existing public stockholders in

the event of a business combination in which the corporation is the

surviving corporation.

6. The term "voting stock" shall mean all outstanding shares of

capital stock of the corporation entitled to vote generally in the

election of directors and each reference to a proportion of shares of

voting stock shall refer to such proportion of the votes entitled to be

cast by such shares.

7. The term "continuing director" shall mean one elected as a

director at the 1983 annual stockholders' meeting or one elected or

appointed prior to the time the substantial stockholder in question

acquired such status, or one designated as a continuing director (prior to

his or her initial election or appointment) by a majority of the whole

board, but only if a majority of the whole board shall then consist of

continuing directors, or if a majority of the whole board does not then

consist of continuing directors, by a majority of the then continuing

directors.

8. The term "fair price" shall mean not less than the greater of (a)

the highest per share price paid by the substantial stockholder in

acquiring any of its shares of stock of the corporation or (b) an amount

which bears the same or greater percentage relationship to the market

price of the common stock of the corporation immediately prior to the

announcement of the business combination equal to the highest percentage

relationship that any per share price theretofore paid by the substantial

stockholder for any of its holdings of common stock of the corporation

immediately prior to commencement of the acquisition of the corporation's

common stock by the substantial stockholder.

9. The term "fair value" shall mean the fair market value thereof at

any time 90 days prior to the date of the consummation of any transaction,

which value and time shall be determined by a majority of the continuing

directors who may, if they wish, be advised on such value by an investment

banking firm selected by them. The fees of any such investment banking

firm shall be paid by the corporation.

The provisions set forth at this Article VII herein may not be repealed or

amended in any respect, unless such action is approved by the affirmative vote

of the holders of not less than 80 percent of the outstanding shares of voting

stock (as defined herein) of the corporation; provided, however, that this 80

percent vote requirement shall not apply if an amendment is recommended to

stockholders by two-thirds of the whole board of directors when a majority of

the members of the board of directors acting upon such matters are continuing

directors.

VIII

By the adoption of these Restated Articles of Incorporation, Articles I

through VII of the previously existing Restated Articles of Incorporation, as

amended, are hereby repealed, and substituted therefor are these Articles I

through VIII; these Restated Articles thus supersede the Restated Articles of

Incorporation and all amendments thereto. These Restated Articles of

Incorporation became effective upon their adoption by the shareholders on the

14th day of November, 1983.

MEREDITH CORPORATION
By:	/s/ Gerald D. Thornton
	Gerald D. Thornton
	Vice President
By:	/s/ Betty Campbell Madden
	Betty Campbell Madden
	Corporate Secretary

STATE OF IOWA )

) ss:

COUNTY OF POLK )

On this 14th day of November, A. D. 1983, before me, Lynelle D. Aller, a

notary public in and for said county, personally appeared Gerald D. Thornton,

to me personally known, who being by me duly sworn did say that he is a vice

president of said corporation, that the seal affixed to said instrument is the

seal of said corporation and that said Restated Articles of Incorporation were

signed and sealed on behalf of the said corporation by authority of its board

of directors and the said Gerald D. Thornton acknowledged the execution of said

instrument to be the voluntary act and deed of said corporation by it

voluntarily executed.

/s/ Lynelle D. Aller

Lynelle D. Aller

Notary Public in and for the

State of Iowa

ARTICLES OF AMENDMENT

TO THE

RESTATED ARTICLES OF INCORPORATION

OF

MEREDITH CORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

Pursuant to the provisions of Section 58 of the Iowa Business Corporation

Act, Chapter 496A, Code of Iowa, the undersigned corporation adopts the

following Articles of Amendment to its Articles of Incorporation:

I. The name of the corporation is Meredith Corporation. The effective

date of its incorporation was the 9th day of August, 1905. Its original name

was Meredith Publishing Company. On October 10, 1967, the corporate name was

changed to Meredith Corporation. The most recent Restated Articles of

Incorporation were filed November 14, 1983.

II. The following amendment to the Restated Articles of Incorporation was

adopted by the shareholders of the corporation on November 12, 1984, in the

manner prescribed by the Iowa Business Corporation Act:

RESOLVED that the first paragraph of Article III of the Restated

Articles of Incorporation be and hereby is changed and amended to

read as follows:

III. A. Capitalization. The total number of shares of stock of all

classes which the corporation shall have authority to issue is

40,000,000 shares, of which 5,000,000 shares shall be preferred

stock, par value $1.00 per share (hereinafter called "series

preferred stock"), and 35,000,000 shares of which shall be common

stock, par value $1.00 per share (hereinafter called "common stock").

III. The number of shares outstanding and entitled to vote at the time of

such adoption was 9,427,155.

IV. The number of shares voted for the increase in the number of

authorized shares of common stock was 7,659,954, the number of shares voted

against was 453,977, and the number of votes abstaining was 21,743.

V. The number of shares voted for the increase in the number of

authorized shares of series preferred stock was 6,661,069, the number of shares

voted against was 1,088,991, and the number of votes abstaining was 114,190.

VI. No exchange, reclassification, or cancellation of issued shares is

provided for in the amendment.

VII. Such amendment does not effect a change in the amount of stated

capital.

Dated:  November 14, 1984.

MEREDITH CORPORATION
By:	/s/ Gerald D. Thornton
	Gerald D. Thornton
	Its Vice President
By:	/s/ Betty Campbell Madden
	Betty Campbell Madden
	Its Secretary

STATE OF IOWA )

) ss.

COUNTY OF POLK )

On this 14th day of November, A.D., 1984, before me, Lynelle D. Kobe, a

Notary Public in and for said County, personally appeared Gerald D. Thornton,

to me personally known, who being by me duly sworn did say that he is vice

president of said corporation, that the seal affixed to said instrument is the

seal of said corporation and that said Articles of Amendment were signed and

sealed on behalf of the said corporation by authority of its board of directors

and the said Gerald D. Thornton and Betty Campbell Madden acknowledged the

execution of said instrument to be the voluntary act and deed of said

corporation by it voluntarily executed.

/s/ Lynelle D. Kobe

Lynelle D. Kobe

Notary Public in and for the

State of Iowa

ARTICLES OF MERGER

OF

MEREDITH PUPLICATIONS, INC.

INTO

MEREDITH CORPORATION

Pursuant to the provisions of the Iowa Business Corporation Act, the

undersigned hereby certifies:

FIRST: That the following Plan of Merger has been duly approved by

the Board of Directors of the surviving corporation:

(a) The name of the subsidiary corporation is Meredith Publications,

Inc., and the name of the surviving corporation is Meredith Corporation.

(b) The terms and conditions of the proposed merger are as follows:

All outstanding shares of the wholly-owned subsidiary will be

cancelled upon effect of the merger.

SECOND: That the designation and number of outstanding shares of

each class of the subsidiary corporation and the number of such shares of each

class owned by the surviving corporation, are as follows:

	Number of	Designation	Number of Shares
Name of	Shares	of	Owned by
Corporation	Outstanding	Class	Surviving Corporation
Meredith Publi- cations, Inc	10,000	Common	10,000  (100%)

THIRD: That there are no holders of shares of the subsidiary

corporation (Meredith Publications, Inc.) not owned by the surviving

corporation (Meredith Corporation) and the surviving corporation waived the

mailing of a copy of the plan of merger.

IN WITNESS WHEREOF, this Certificate has been signed this 24th day of

June, 1986.

MEREDITH CORPORATION
By:	/s/ Gerald D. Thornton
	Gerald D. Thornton
	Vice President-Administrative Services
By:	/s/ Betty Campbell Madden
	Betty Campbell Madden
	Corporate Secretary

STATE OF IOWA )

) ss:

COUNTY OF POLK )

On this 24th day of June A.D., 1986, before me, Marna G. Ford, a

Notary Public in and for said county, personally appeared Gerald D. Thornton,

to me personnally known, who being by me duly sworn did say that he is Vice

President-Administrative Services of said corporation, that the seal affixed to

said instrument is the seal of said corporation and that said Articles of

Merger were signed and sealed on behalf of the said corporation by authority of

its Board of Directors and the said Gerald D. Thornton acknowledged the

execution of said instrument to be the voluntary act and deed of said

corporation by it voluntarily executed.

/s/ Marna G. Ford

Notary Public in and for said county

ARTICLES OF AMENDMENT

TO THE

RESTATED ARTICLES OF INCORPORATION

OF

MEREDITH CORPORATION

To the Secretary of State

of the State of Iowa

Pursuant to the provisions of Section 496A.58 of the Iowa Business

Corporation Act, the undersigned corporation adopts the following Articles of

Amendment to its Restated Articles of Incorporation:

I. The name of the corporation is Meredith Corporation. The effective

date of its incorporation was the 9th day of August, 1905. Its original name

was Successful Farming Publishing Company.

II. The following amendment to the Restated Articles of Incorporation was

adopted by the shareholders of the corporation on December 15, 1986 in the

manner prescribed by the Iowa Business Corporation Act:

RESOLVED that Article IIIA of the Restated Articles of Incorporation

of the corporation be amended to read as follows:

III.

A. Capitalization. The total number of shares of stock of all classes

which the corporation shall have authority to issue is 65,000,000 shares, of

which 5,000,000 shares shall be preferred stock, par value $1.00 per share

(hereinafter called "series preferred stock"), 50,000,000 shares of which shall

be common stock, par value $1.00 per share (hereinafter called "common stock")

and 10,000,000 shares of which shall be class B common stock, par value $1.00

per share (hereinafter called "class B stock").

The designations and the powers, preferences and rights, and the

qualifications, limitations or restrictions thereof, of the shares of each

class are as follows:

1. The powers, preferences and rights of the common stock and class B

stock, and the qualifications, limitations or restrictions thereof, shall be in

all respects identical, except as otherwise required by law or expressly

provided in this Article IIIA.

2. (a) At each annual or special meeting of stockholders, each holder of

common stock shall be entitled to one (1) vote in person or by proxy for each

share of common stock standing in his name on the stock transfer records of the

corporation and (except as provided in subparagraph (b) of this subdivision 2)

each holder of class B stock shall be entitled to ten (10) votes in person or

by proxy for each share of class B stock standing in his name on the stock

transfer records of the corporation. Except as required pursuant to the

Business Corporation Act of the State of Iowa, all actions submitted to a vote

of stockholders shall be voted on by the holders of common stock and class B

stock voting together as a single class.

(b) Notwithstanding subparagraph (a) of this subdivision 2, each holder of

class B stock shall be entitled to only one (1) vote, in person or by proxy,

for each share of class B stock standing in his name on the stock transfer

records of the corporation with respect to the following matters:

(i) the removal of any director of the corporation pursuant to Article IV

of these Restated Articles of Incorporation:

(ii) Any amendment to these Restated Articles of Incorporation which would

permit the holders of stock of the corporation to amend, alter, change or

repeal the bylaws or any part thereof, pursuant to Article V of these

Restated Articles of Incorporation; and

(iii) Any repeal or amendment of Article IV or Article VI of these

Restated Articles of Incorporation.

3. If and when dividends on the common stock and class B stock are

declared payable from time to time by the board of directors from funds legally

available therefor, whether payable in cash, in property or in shares of stock

of the corporation, the holders of common stock and the holders of class B

stock shall be entitled to share equally, share for share, in such dividends.

4. (a) The holder of each outstanding share of class B stock shall have

the right at any time, or from time to time, at such holder's option to convert

such share into one fully paid and non-assessable share of common stock, on and

subject to the terms and conditions hereinafter set forth.

(b) In order to exercise the conversion privilege, the holder of any

shares of class B stock to be converted shall present and surrender the

certificate representing such shares during usual business hours at any office

or agency of the corporation maintained for the transfer of class B stock and

shall deliver a written notice of the election of the holder to convert the

shares represented by such certificate or any portion thereof specified in such

notice. Such notice shall also state the name or names (with address) in which

the certificate or certificates for shares of common stock which shall be

issuable on such conversion shall be issued. If so required by the

corporation, any certificate for shares surrendered for conversion shall be

accompanied by instruments of transfer, in form satisfactory to the

corporation, duly executed by the holder of such shares or his duly authorized

representative. Except in the case of an automatic conversion pursuant to

clause (i) of subparagraph (a) of subdivision 5, subparagraph (d) of

subdivision 5 or subdivision 8, each conversion of shares of class B stock

shall be deemed to have been effected on the date (the "conversion date") on

which the certificate or certificates representing such shares shall have been

surrendered and such notice and any required instruments of transfer shall have

been received as aforesaid, and the person or persons in whose name or names

any certificate or certificates for shares of common stock shall be issuable on

such conversion shall be deemed to have become immediately prior to the close

of business on the conversion date the holder or holders of record of the

shares of common stock represented thereby.

(c) As promptly as practicable after the presentation and surrender for

conversion, as herein provided, of any certificate for shares of class B stock,

the corporation shall issue and deliver at such office or agency, to or upon

the written order of the holder thereof, certificates for the number of shares

of common stock issuable upon such conversion. In case any certificate for

shares of class B stock shall be surrendered for conversion of a part only of

the shares represented thereby, the corporation shall deliver at such office or

agency, to or upon the written order of the holder thereof, a certificate or

certificates for the number of shares of class B stock represented by such

surrendered certificate, which are not being converted. The issuance of

certificates for shares of common stock issuable upon the conversion of shares

of class B stock shall be made without charge to the converting holder for any

tax imposed on the corporation in respect of the issue thereof. The

corporation shall not, however, be required to pay any tax which may be payable

with respect to any transfer involved in the issue and delivery of any

certificate in a name other than that of the holder of the shares being

converted, and the corporation shall not be required to issue or deliver any

such certificate unless and until the person requesting the issue thereof shall

have paid to the corporation the amount of such tax or has established to the

satisfaction of the corporation that such tax has been paid.

(d) Upon any conversion of shares of class B stock into shares of common

stock pursuant hereto, no adjustment with respect to dividends shall be made;

only those dividends shall be payable on the shares so converted as may be

declared and may be payable to holders of record of shares of class B stock on

a date prior to the conversion date with respect to the shares so converted;

and only those dividends shall be payable on shares of common stock issued upon

such conversion as may be declared and may be payable to holders of record of

shares of common stock on or after such conversion date.

(e) All shares of class B stock which shall have been surrendered for

conversion as herein provided shall no longer be deemed to be outstanding, and

all rights with respect to such shares, including the rights, if any, to

receive notices and to vote, shall thereupon cease and terminate, except only

the right of the holders thereof, subject to the provisions of subparagraph (c)

of this subdivision 4, to receive shares of common stock in exchange therefor.

All shares of class B stock surrendered for conversion shall be cancelled and

may not be reissued.

(f) Such number of shares of common stock as may from time to time be

required for such purpose shall be reserved for issuance upon conversion of

outstanding shares of class B stock.

5. (a) No person holding shares of class B stock (hereinafter called a

"class B holder") may transfer, and the corporation shall not register the

transfer of, such shares of class B stock, whether by sale, assignment, gift,

bequest, appointment or otherwise, except to a Permitted Transferee of such

class B holder, which term shall have the following meanings:

(i) In the case of a class B holder who is a natural person and the

holder of record and beneficial owner of the shares of class B stock

subject to said proposed transfer, "Permitted Transferee" means (A) the

spouse of such class B holder, (B) a lineal descendant of a grandparent of

such class B holder or a spouse of any such lineal descendant, (C) the

trustee of a trust (including a voting trust) for the benefit of one or

more class B holders, other lineal descendants of a grandparent of such

class B holder, the spouse of such class B holder, the spouses of such

other lineal descendants and an organization contributions to which are

deductible for federal income, estate or gift tax purposes (hereinafter

called a "Charitable Organization"), and for the benefit of no other

person, provided that such trust may grant a general or special power of

appointment to such class B holder, the spouse of such class B holder, any

lineal descendant of such class B holder or the spouse of any such lineal

descendant, and may permit trust assets to be used to pay taxes, legacies

and other obligations of the trust or the estate of such class B holder

payable by reason of the death of such class B holder and provided that

such trust prohibits transfer of shares of class B common stock to persons

other than Permitted Transferees, as defined in clause (ii) below, (D) the

estate of such deceased class B holder, (E) a Charitable Organization

established by such class B holder, such class B holder's spouse, a lineal

descendant or a grandparent of such class B holder, or a spouse of any

such lineal descendant, and (F) a corporation all the outstanding capital

stock of which is owned by, or a partnership all the partners of which

are, one or more of such class B holders, other lineal descendants of a

grandparent of such class B holder or a spouse of any such lineal

descendant, and the spouse of such class B holder; provided that if any

share of capital stock of such a corporation (or of any survivor or a

merger or consolidation of such a corporation), or any partnership

interest in such a partnership, is acquired by any person who is not

within such class of persons, all shares of class B stock then held by

such corporation or partnership, as the case may be, shall be deemed,

without further action, to be automatically converted into shares of

common stock, and stock certificates formerly representing such shares of

class B common stock shall thereupon and thereafter be deemed to represent

the like number of shares of common stock.

(ii) In the case of a class B holder holding the shares of class B

stock subject to said proposed transfer as trustee pursuant to a trust

other than a trust described in clause (iii) below, "Permitted Transferee"

means (A) the person who established such trust and (B) a Permitted

Transferee of such person determined pursuant to clause (i) above.

(iii) In the case of a class B holder holding the shares of class B

stock subject to said proposed transfer as trustee pursuant to a trust

which was irrevocable on the record date (or the initial distribution of

shares of class B stock ("Record Date"), "Permitted Transferee" means any

person to whom or for whose benefit principal may be distributed either

during or at the end of the term of such trust whether by power of

appointment or otherwise or any "Permitted Transferee" of such person

determined pursuant to clause (i), (ii), (iv), (v) or (vi) hereof, as the

case may be.

(iv) In the case of a class B holder who is the record (but not

beneficial) owner of the shares of class B stock subject to said proposed

transfer as nominee for the person who was the beneficial owner thereof

on the Record Date, "Permitted Transferee" means such beneficial owner and

a Permitted Transferee of such beneficial owner determined pursuant to

clause (i), (ii), (ii), (v) or (vi) hereof, as the case may be.

(v) In the case of a class B holder which is a partnership and the

holder of record and beneficial owner of the shares of class B stock

subject to said proposed transfer, "Permitted Transferee" means any

partner of such partnership or any "Permitted Transferee" of such partner

determined pursuant to clause (i), (ii), (iii), (iv) or (vi) hereof, as

the case may be.

(vi) In the case of a class B holder which is a corporation (other

than a Charitable Organization described in subclause (E) of clause (i)

above) and the holder of record and beneficial owner of the shares of

class B stock subject to said proposed transfer, "Permitted Transferee"

means any stockholder of such corporation receiving shares of class B

stock through a dividend or through a distribution made upon liquidation

of such corporation and the survivor of a merger or consolidation of such

corporation or any "Permitted Transferee" of such stockholder determined

pursuant to clause (i), (ii), (iii), (iv) or (v) hereof, as the case may

be.

(vii) In the case of a class B holder which is the estate of a

deceased class B holder, or which is the estate of a bankrupt or insolvent

class B holder, and provided such deceased, bankrupt or insolvent class B

holder, as the case may be, was the record and beneficial owner of the

shares of class B stock subject to said proposed transfer, "Permitted

Transferee" means a Permitted Transferee of such deceased, bankrupt or

insolvent class B holder as determined pursuant to clause (i), (v) or (vi)

above, as the case may be.

(b) Notwithstanding anything to the contrary set forth herein, any class

B holder may pledge such holder's shares of class B stock to a pledgee pursuant

to a bona fide pledge of such shares as collateral security for indebtedness

due to the pledgee, provided that such shares shall not be transferred to or

registered in the name of the pledgee and shall remain subject to the

provisions of this subdivision 5. In the event of foreclosure or other similar

action by the pledgee, such pledged shares of class B stock may only be

transferred to a Permitted Transferee of the pledgor or converted into shares

of common stock, as the pledgee may elect.

(c) For purposes of this subdivision 5:

(i) the relationship of any person that is derived by or through

legal adoption shall be considered a natural one.

(ii) Each joint owner of shares of class B stock shall be considered

a "class B holder" of such shares.

(iii) A minor for whom shares of class B stock are held pursuant to

a Uniform Gifts to Minors Act or similar law shall be considered a class B

holder of such shares.

(iv) Unless otherwise specified, the term "person" means both

natural persons and legal entitles.

(d) Any purported transfer of shares of class B stock not permitted

hereunder shall result, without further action, in the automatic conversion of

the transferee's shares of class B stock into shares of common stock, effective

on the date of such purported transfer. The corporation may, as a condition to

the transfer or the registration of transfer of shares of class B stock to a

purported Permitted Transferee, require the furnishing of such affidavits or

other proof as it deems necessary to establish that such transferee is a

Permitted Transferee.

6. (a) Shares of class B stock shall be registered in the name(s) of the

beneficial owner(s) thereof (as hereafter defined) and not in "street" or

nominee" names; provided, however, certificates representing shares of class B

stock issued as a stock dividend on the corporation's then outstanding common

stock may be registered in the same name and manner as the certificates

representing the shares of common stock with respect to which the shares of

class B stock were issued. For the purposes of this subdivision 6, the term

"beneficial owner(s)"` of any shares of class B stock shall mean the person or

persons who possess the power to dispose, or to direct the disposition, of such

shares.

(b) The corporation shall note on the certificates representing the

shares of class B stock that there are restrictions on transfer and

registration of transfer imposed by subdivision 5 and this subdivision 6.

7. After the initial distribution of shares of class B stock, additional

shares of class B stock shall be issued by the corporation only pursuant to the

corporation's Incentive Stock Plan or Management Incentive Plan for which

shares of class B stock are duly reserved for issuance as of the Record Date.

8. If at any time following the initial issuance of shares of class B

stock the number of outstanding shares of class B stock as reflected on the

stock transfer books of the corporation is less than 9% of the aggregate number

of issued and outstanding shares of common stock and class B stock, then the

outstanding shares of class B stock shall be deemed, without further action, to

be automatically converted into shares of common stock, and stock certificates

formerly representing outstanding shares of class B stock shall thereupon and

thereafter be deemed to represent a like number of shares of common stock, and

any outstanding right to receive class B stock shall automatically become the

right to receive a like number of shares of common stock.

9. The common stock and class B stock are subject to all the powers,

rights, privileges, preferences and priorities of the series preferred stock as

may be stated herein and as shall be stated and expressed in any resolution or

resolutions adopted by the board of directors pursuant to authority expressly

granted to and vested in it by the provisions of this Article IIIA.

10. The series preferred stock may be issued from time to time in one or

more series, the shares of each series to have the voting powers, full or

limited, and the designations, preferences and relative, participating,

optional or other special rights, and qualifications, limitations or

restrictions thereof as are stated and expressed herein or in the resolution or

resolutions providing for the issuance of the series, adopted by the board of

directors as hereinafter provided.

11. Authority is hereby expressly granted to the board of directors of

the corporation, subject to the provisions of this Article IIIA and to the

limitations prescribed by law, to authorize the issuance of one or more series

of series preferred stock and with respect to each series to fix by resolution

or resolutions providing for the issuance of the series the voting powers, full

or limited, if any, of the shares of the series and the designations,

preferences and relative, participating, optional or other special rights, and

the qualifications, limitations or restrictions thereof. Each series shall

consist of such number of shares as shall be stated and expressed in the

resolution or resolutions providing for the issuance of the stock of the series

together with such additional number of shares as the board of directors by

resolution or resolutions may from time to time determine to issue as a part of

the series. The board of directors may from time to time decrease the number

of shares of any series of series preferred stock (but not below the number

thereof then outstanding) by providing that any unissued shares previously

assigned to the series shall no longer constitute a part thereof and may assign

the unissued shares to an existing or newly created series.

The authority of the board of directors with respect to each series shall

include, but not be limited to, the determination or fixing of the following:

(a) The designation of the series.

(b) The dividend rate of the series, the conditions and dates upon

which dividends shall be payable, the relation which the dividends shall

bear to the dividends payable on any other class or classes of stock, and

whether the dividends shall be cumulative or non-cumulative.

(c) Whether the shares of the series shall be subject to redemption

by the corporation and, if made subject to redemption, the times, prices

and other terms and conditions of the redemption.

(d) The rights of the holders of the shares of the series upon the

dissolution of, or upon the distribution of assets of, the corporation,

and the amount payable on the shares in the event of voluntary or

involuntary liquidation.

(e) The terms and amount of any sinking fund provided for the

purchase or redemption of the shares of the series.

(f) Whether or not the shares of the series shall be convertible

into or exchangeable for shares of any other classes or of any other

series of any class or classes of stock of the corporation and, if

provision be made for conversion or exchange, the times, prices, rates,

adjustments, and other terms and conditions of the conversion or exchange.

(g) The extent, if any, to which the holders of the shares of the

series shall be entitled to vote with respect to the election of directors

or otherwise.

12. The holders of shares of each series of series preferred stock shall

be entitled to receive, when and as declared by the board of directors, out of

funds legally available for the payment of dividends, dividends at the rates

fixed by the board of directors for such series, and no more, before any

dividends, other than dividends payable in common stock or class B common

stock, shall be declared and paid, or set apart for payment, on the common

stock or the class B common stock with respect to the same dividend period.

13. Whenever, at any time, dividends on the then outstanding series

preferred stock as may be required with respect to any series outstanding shall

have been paid or declared and set apart for payment and after complying with

respect to any retirement or sinking fund or funds for any series of series

preferred stock, the board of directors may, subject to the provisions of the

resolution or resolutions creating any series of series preferred stock,

declare and pay dividends on the common stock and the class B stock, and the

holders of shares of preferred stock shall not be entitled to share therein.

14. The holders of shares of such series of series preferred stock shall

be entitled upon liquidation or dissolution or upon the distribution of the

assets of the corporation to such references as provided in the resolution or

resolutions creating the series, and no more, before any distribution of the

assets of the corporation shall be made to the holders of shares of common

stock and class B stock. Whenever the holders of shares of series preferred

stock shall have been paid the full amounts to which they shall be entitled,

the holders of shares of the common stock and class B stock shall be entitled

to share ratably in all the remaining assets of the corporation.

15. Except as otherwise required by law and except for such voting powers

with respect to the election of directors or other matters as may be stated in

the resolution or resolutions of the board of directors providing for the

issuance of any series of series preferred stock, the holders of the series

shall have no voting power whatsoever.

16. No holder of any share of any class of stock of the corporation shall

have any preemptive right to subscribe for or acquire additional shares of

stock of any class of the corporation or warrants or options to purchase, or

securities convertible into, shares of any class of stock of the corporation.

17. No holder of any share of any class of stock of the corporation shall

sell the vote pertaining to such share or issue a proxy to vote such share in

consideration of any sum of money or anything of value.

III. The number of shares of the corporation outstanding at the time of

such adoption was 9,572,834, all of which are of one class and all of which

were entitled to vote on the aforesaid amendment.

IV. The number of outstanding shares which were voted for adoption of the

aforesaid amendment is 5,886,702, the number of said shares which voted against

the same is 1,832,526, and the number of said shares which abstained is 75,010.

V. The date on which the aforesaid amendment shall become effective is

the date on which the Iowa Secretary of State issues a Certificate of

Amendment.

Executed on December 15, 1986.

MEREDITH CORPORATION
By:	/s/ Robert A. Burnett
	Robert A. Burnett, President
By:	/s/ Betty Campbell Madden
	Betty Campbell Madden, Secretary

STATE OF IOWA )

) SS.:

COUNTY OF POLK )

On this 15th day of December, A.D., 1986, before me, a Notary Public in

and for the State and County aforesaid, personally appeared Robert A. Burnett,

to me personally known, who, being by me duly sworn, did say that he is the

President of Meredith Corporation, the corporation which executed the foregoing

instrument; that he signed said instrument upon behalf of said corporation; and

that he acknowledged said instrument to be the voluntary act and deed of said

corporation by it voluntarily executed and his signing to be his voluntary act

and deed by him voluntarily signed.

IN WITNESS WHEREOF, I have placed my hand and seal on the date aforesaid.

	/s/ Marna G. Ford
	Marna G Ford, Notary Public
Commission expires:  May 15, 1989

STATEMENT OF CANCELLATION OF REACQUIRED SHARES

(OTHER THAN REDEEMABLE SHARES)

OF

MEREDITH CORPORATION

TO THE SECRETARY OF STATE

OF THE STATE OF IOWA:

Pursuant to the provisions of Section 65 of the Iowa Business Corporation Act,

Chapter 496A, Code of Iowa, the undersigned corporation submits the following

statement of cancellation by resolution of its Board of Directors of shares of

the corporation reacquired by it, other than redeemable shares redeemed or

purchased:

1. The name of the Corporation is Meredith Corporation.

2. The effective date of incorporation was August 9, 1905.

3. A resolution was duly adopted by the Board of Directors on February 9,

1987, authorizing the cancellation of 239,114 shares, itemized as follows:

Class	Series	Number of Shares
Common	N/A	235,322

The amount of stated capital represented by the shares to be cancelled is

235,322 Dollars ($235,322).

4. The aggregate number of issued shares, itemized by classes and series and

par value, if any, after giving effect to such cancellation is 19,153,346,

itemized as follows:

Class	Series	Par Value	Number of Shares
Common	N/A	$1	10,255,942
Class B	N/A	$1	8,897,404

5. The amount of the stated capital of the corporation, after giving effect to

such cancellation, is $19,153,346

Dated:  February 10, 1987

MEREDITH CORPORATION
By:	/s/ William H. Straw
	William H. Straw,
	Its Vice President-Finance
And	/s/ Betty Campbell Madden
	Betty Campbell Madden
	Its Secretary

STATE OF IOWA )

) ss.

COUNTY OF POLK )

On this 10th day of February, A.D. 1987, before me, Marna G. Ford, a

Notary Public in and for said County, personally appeared William H. Straw and

Betty Campbell Madden, to me personally known, who being by me duly sworn did

say that he is vice president of said corporation and that she is secretary of

said corporation and that said Statement of Cancellation was signed on behalf

of the said corporation by authority of its board of directors and the said

William H. Straw and Betty Campbell Madden acknowledged the execution of said

instrument to be the voluntary act and deed of said corporation by it

voluntarily executed.

/s/ Marna G. Ford

Marna G Ford

Notary Public in and for the

State of Iowa

STATEMENT OF CHANGE OF REGISTERED AGENT

OF

MEREDITH CORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

Pursuant to the provisions of Section 12 of the Iowa Business Corporation

Act, Chapter 496A, Code of Iowa, the undersigned corporation, organized under

the laws of the State of Iowa, submits the following statement for the purpose

of changing its registered office or its registered agent, or both, in the

State of Iowa:

I. The name of the corporation is Meredith Corporation.

II. The address of its present registered office is 1716 Locust Street,

Des Moines, in the County of Polk.

III. The name of its present registered agent, Gerald D. Thornton.

IV. The name of its successor registered agent, Thomas G. Fisher.

V. The address of its registered office and the address of the business

office of its registered agent as changed, will be identical.

VI. Such change was authorized by resolution duly adopted by its Board of

Directors.

Dated:  May 18, 1987.

MEREDITH CORPORATION

  /s/ Robert A. Burnett

By:   Robert A. Burnett

Its:  President

STATE OF IOWA )

) SS.

COUNTY OF POLK )

I, Robert A. Burnett, being first duly sworn on oath depose and state that

I am the President of Meredith Corporation, and that I executed the foregoing

instrument as President of the corporation, and that the statements contained

therein are true.

Subscribed and sworn to before me this 18th day of May, A.D., 1987.

/s/ Karen L. Hayes

Karen L. Hayes

Notary Public in and

for the State of Iowa

ARTICLES OF MERGER

OF

SAIL PUBLICATIONS, INC.

INTO

MEREDITH CORPORATION

Pursuant to the provisions of Section 496A.72 of the Code of Iowa,

Meredith Corporation, a corporation organized under the laws of the State of

Iowa, and owning at least ninety per cent of the shares of Sail Publications,

Inc., a corporation organized under the laws of the State of Massachusetts,

hereby executes the following articles of merger:

FIRST: The following plan of merger was approved by resolution of the

Board of Directors of Meredith Corporation adopted on May 13, 1987.

(a) The name of the subsidiary corporation is Sail Publications,

Inc., and the name of the surviving corporation owning at least ninety per cent

of its shares is Meredith Corporation.

(b) The terms and conditions of the proposed merger are as follows:

All outstanding shares of the wholly-owned subsidiary will be

cancelled upon effect of the merger.

SECOND: The number of outstanding shares of each class of the subsidiary

corporation and the number of shares of each class owned by the surviving

corporation are as follows:

	No. of Shares	No. of Shares
Class	Outstanding	Owned by Parent
Common	500	500  (100%)

THIRD: There are no holders of shares of the subsidiary corporation (Sail

Publications, Inc.) not owned by the surviving corporation (Meredith

Corporation) and the surviving corporation waived the mailing of a copy of

the plan of merger.

Dated:  June 9, 1987.

MEREDITH CORPORATION
By:	/s/ Gerald D. Thornton
	Gerald D. Thornton,
	Its Vice President-
	Administrative Services
By:	/s/ Betty Campbell Madden
	Betty Campbell Madden,
	Its Secretary

STATE OF IOWA )

) ss:

COUNTY OF POLK )

On this 9th day of June A.D., 1987, before me, Marna G. Ford, a Notary

Public in and for said county, personally appeared Gerald D. Thornton, to me

personally known, who being by me duly sworn did say that he is Vice President-

Administrative Services of said corporation, an Iowa corporation, that the seal

affixed to said instrument is the seal of said corporation and that said

Articles of Merger were signed and sealed on behalf of the said corporation by

authority of its Board of Directors and the said Gerald D. Thornton

acknowledged the execution of said instrument to be the voluntary act and deed

of said corporation by it voluntarily executed.

/s/ Marna G. Ford

Marna G Ford

Notary Public in and for said county

ARTICLES OF AMENDMENT

TO THE

RESTATED ARTICLES OF INCORPORATION

OF

MEREDITH CORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

Pursuant to the provisions of Section 58 of the Iowa Business Corporation

Act, Chapter 496A, Code of Iowa, the undersigned corporation adopts the

following Articles of Amendment to its Restated Articles of Incorporation:

I. The name of the corporation is Meredith Corporation. The effective

date of its incorporation was the 9th day of August, 1905. Its original name

was Successful Farming Publishing Company.

II. The following amendment to the Restated Articles of Incorporation was

adopted by the shareholders of the corporation on November 14, 1988, in the

manner prescribed by the Iowa Business Corporation Act, providing for a new

Article IX to be added to the Restated Articles of Incorporation to be and read

as follows:

"IX

A director of the corporation shall not be personally 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 the

intentional misconduct or a knowing violation of the law, (iii) for any

transaction from which the director derives an improper personal benefit,

or (iv) under Section 496A.44 of the Iowa Business Corporation Act.

Any repeal or modification of this Article shall not adversely affect any

right or protection of a director of the corporation existing at the time

of such repeal or modification."

III. The number of shares outstanding and entitled to vote at the time of

such adoption was 19,307,579, consisting of 14,171,381 shares of common stock,

each entitled to one vote and 5,136,198 shares of class B common stock, each

entitled to ten votes, voting together as a class.

IV. The number of shares voting, and votes cast, for, against and abstaining

on the proposal to amend the Restated Articles of Incorporation by adding

Article IX were as follows:

		For	Against	Abstain
Common -	Shares	10,409,982	485,589	70,098
	Votes	10,409,982	485,589	70,998
Class B -	Shares	3,958,428	52,676	7,869
	Votes	39,584,280	526,760	78,690
Total -	Shares	14,368,410	538,265	77,967
	Votes	49,994,262	1,012,349	148,788

Executed December 13, 1988.

MEREDITH CORPORATION
By	/s/ Jack D. Rehm
	Jack D. Rehm
	Its President and
	Chief Operating Officer
By	/s/ Thomas G. Fisher
	Thomas G. Fisher
	Its Secretary

STATE OF IOWA )

) ss.

COUNTY OF POLK )

On this 13th day of December, A.D., 1988, before me, Marna G. Ford, a

Notary Public in and for said County, personally appeared Jack D. Rehm, to me

personally known, who being by me duly sworn did say that he is Vice President

of said corporation, that the seal affixed to said instrument is the seal of

said corporation and that said Articles of Amendment were signed and sealed on

behalf of said corporation by authority of its Board of Directors and the said

Gerald D. Thornton and Thomas G. Fisher acknowledged the execution of said

instrument to be the voluntary act and deed of said corporation by it

voluntarily executed.

/s/ Marna G. Ford

Marna G Ford

Notary Public in and for the

State of Iowa

Commission expires May 15, 1989

ARTICLES OF AMENDMENT

TO THE

RESTATED ARTICLES OF INCORPORATION

OF

MEREDITH CORPORATION

To the Secretary of State of the State of Iowa

Pursuant to the provisions of Section 496A.58 of the Iowa Business

Corporation Act, the undersigned corporation adopts the following Articles of

Amendment to its Restated Articles of Incorporation:

I. The name of the corporation is Meredith Corporation. The effective

date of its incorporation was the 9th day of August, 1905. Its original name

was Successful Farming Publishing Company.

II. The following amendment to the Restated Articles of Incorporation

was adopted by the shareholders of the corporation on November 14, 1994, in the

manner prescribed by the Iowa Business Corporation Act:

RESOLVED, that the first unnumbered paragraph of Article III.A. of the

Company's Restated Articles of Incorporation is amended in its entirety

to read as follows:

A. Capitalization. The total number of shares of stock of all classes

which the corporation shall have authority to issue is 100,000,000

shares, of which 5,000,000 shares shall be preferred, par value $1.00

per share (hereinafter called "series preferred stock"), 80,000,000

shares of which shall be common stock, par value $1.00 per share

(hereinafter called "common stock)" and 15,000,000 shares of which

shall be class B common stock, par value $1.00 per share (hereinafter

called "class B stock").

RESOLVED FURTHER, Article III.A.3. of the Company's Restated Articles of

Incorporation is amended in its entirety to read as follows:

If and when dividends on the common stock and class B stock are

declared payable from time to time by the board of directors from

funds legally available therefor, whether payable in cash, in property

or in shares of stock of the corporation, the holders of common stock

and the holders of class B stock shall be entitled to share equally,

share for share, in such dividends, except that if a share dividend

of common stock is declared on the common stock, an equal share

dividend of class B stock shall be declared on the class B stock,

and if a share dividend of class B stock is declared on the class B

stock, an equal share dividend of common stock shall be declared on

the common stock. In no case may a share dividend of class B stock

be paid on common stock, nor may a share dividend of common stock be

paid on class B stock.

RESOLVED FURTHER, Article III.A.5.(c) of the Company's Restated Articles

of Incorporation is amended in its entirety to add the following as (v):

(v) The term "grandparent" means an ancestor in any degree born after

January 1, 1876.

RESOLVED FURTHER, Article III.A.7. of the Company's Restated Articles of

Incorporation is amended in its entirety to read as follows:

Notwithstanding any other provision of these Restated Articles of

Incorporation, the authorized shares of class B stock which may be

issued after the date of this amendment to the Restated Articles of

Incorporation may only be issued in the form of a share dividend on

class B stock.

III. The number of shares of the corporation outstanding at the time of

such adoption was 13,712,741, consisting of 10,149,073 shares of common stock,

each entitled to one vote and 3,563,668 shares of class B common stock, each

entitled to ten votes, voting together as a class.

IV. The number of shares voting, and votes cash, for, against, and

abstaining on the proposal to amend the first unnumbered paragraph of Article

III.A., Article III.A.3. and Article III.A.7. of the Restated Articles of

Incorporation to increase the authorized shares of class B stock solely for

issuance as share dividends on class B stock, to increase the authorized shares

of common stock and to modify provisions relating to the payment of share

dividends were as follows:

		For	Against	Abstain
Common -	Shares	3,970,846.0	3,644,885.0	26,348.0
	Votes	3,970,846.0	3,644,885.0	26,348.0
Class B -	Shares	3,122,699.7	22,623.8	6,917.8
	Votes	31,226,997.0	226,238.0	69,178.0
Total -	Shares	7,093,545.7	3,667,508.8	33,265.8
Total -	Votes	35,197,843.0	3,871,123.0	95,526.0

V. The number of shares voting, and votes cast, for, against, and

abstaining on the proposal to amend Article III.A.5.(c) of the Restated

Articles of Incorporation to broaden the class of "permitted transferees" of

class B stock were as follows:

		For	Against	Abstain
Common -	Shares	6,455,712.0	1,121,586.0	30,816.0
	Votes	6,455,712.0	1,121,586.0	30,816.0
Class B -	Shares	3,118,742.8	19,409.2	14,089.3
	Votes	31,187,428.0	194,092.0	140,893.0
Total -	Shares	9,574,454.8	1,140,995.2	44,905.3
Total -	Votes	37,643,140.0	1,315,678.0	171,709.0

Executed:  December 12, 1994

MEREDITH CORPORATION
By	/s/ William T. Kerr
	William T. Kerr
	President and
	Chief Operating Officer
By	/s/ Thomas L. Slaughter
	Thomas L. Slaughter
	Its Secretary

STATE OF IOWA )

)ss:

COUNTY OF POLK )

On this 12th day of December, A.D., 1994, before me, Teresa T. Rinker, a

Notary Public in and for said County, personally appeared WILLIAM T. KERR and

THOMAS L. SLAUGHTER, to me personally known, who being by me duly sworn, did

say that they are the President & Chief Operating Officer and Corporate

Secretary respectively of said corporation, that the seal affixed to said

instrument is the seal of said corporation and that said Articles of Amendment

were signed and sealed on behalf of said corporation by authority of its Board

of Directors and that the said JACK D. REHM and THOMAS L. SLAUGHTER

acknowledged the execution of said instrument to be the voluntary act and deed

of said corporation by it voluntarily executed.

/s/ Teresa T. Rinker

Notary Public in and for the State of Iowa

ARTICLES OF MERGER

OF

MEREDITH VIDEO PUBLISHING CORPORATION

INTO

MEREDITH CORPORATION

Pursuant to the provisions of Section 496A.72 of the Code of Iowa,

Meredith Corporation, a corporation organized under the laws of the State of

Iowa, and owning at least ninety percent of the shares of Meredith Video

Publishing Corporation, a corporation organized under the laws of the State of

Iowa, hereby executes the following Articles of Merger:

FIRST: The following plan of merger was approved by resolution of the

Board of Directors of Meredith Corporation adopted on May 10, 1995.

(a) The name of the subsidiary corporation is Meredith Video Publishing

Corporation and the name of the surviving corporation owning at least

ninety percent of its shares is Meredith Corporation.

(b) The terms and conditions of the proposed merger are as follows:

All outstanding shares of the wholly-owned subsidiary corporation

will be canceled upon effect of the merger.

SECOND: The number of outstanding shares of each class of stock of the

subsidiary corporation and the number of shares of each class of stock owned by

the surviving corporation are as follows:

	No. of Shares	No. of Shares
Class	Outstanding	Owned by Parent
Common	115,000	115,000

THIRD: There are no holders of shares of the subsidiary corporation

(Meredith Video Publishing Corporation) not owned by the surviving corporation

(Meredith Corporation) and the surviving corporation waived the mailing of a

copy of the plan of merger.

Dated:  May 16, 1995

MEREDITH CORPORATION
By:	/s/ William T. Kerr
	William T. Kerr
	President & Chief Operating Officer
By:	/s/ Thomas L. Slaughter
	Thomas L. Slaughter
	Its Secretary

STATE OF IOWA )

) SS:

COUNTY OF POLK )

On this 16th day of May, 1995, before me, Teresa T. Rinker, a Notary

Public in and for said county, personally appeared WILLIAM T. KERR and THOMAS

L. SLAUGHTER, to me personally known, who being by me duly sworn did say that

they are the President and Chief Operating Officer and the Corporate Secretary

respectively of Meredith Corporation, an Iowa corporation, that the seal

affixed to said instrument is the seal of said corporation and that said

Articles of Merger were signed and sealed on behalf of the said corporation by

authority of its Board of Directors and the said WILLIAM T. KERR and THOMAS L.

SLAUGHTER acknowledged the execution of said instrument to be the voluntary act

and deed of said corporation by it voluntarily executed.

/s/ Teresa T. Rinker

Notary Public in and for the State of Iowa

Commission expires:  October 1, 1997

ARTICLES OF CORRECTION

TO THE

RESTATED ARTICLES OF INCORPORATION

OF

MEREDITH CORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

Pursuant to the provisions of Section 490.124 of the Iowa Business

Corporation Act, the undersigned corporation adopts the following Articles of

Correction to its Restated Articles of Incorporation:

I. The Restated Articles of Incorporation were adopted by the

shareholders of Meredith Corporation and filed with the Secretary of State of

the State of Iowa on November 14, 1983.

II. Article VII, Section 8 of the Restated Articles of Incorporation, as

filed, was incorrectly stated in that at the end of the sixth line of said

Section, the words "bore to the market price of the common stock of the

corporation," which followed the word "corporation" and preceded the word

"immediately" were inadvertently omitted.

III. The correct statement of Article VII, Section 8 of the Restated

Articles of Incorporation of Meredith Corporation is as follows:

8. The term "fair price" shall mean not less than the greater of (a)

the highest per share price paid by the substantial stockholder

in acquiring any of its shares of stock of the corporation or (b)

an amount which bears the same or greater percentage relationship

to the market price of the common stock of the corporation

immediately prior to the announcement of the business combination

equal to the highest percentage relationship that any per share

price theretofore paid by the substantial stockholder for any of

its holdings of common stock of the corporation bore to the

market price of the common stock of the corporation immediately

prior to commencement of the acquisition of the corporation s

common stock by the substantial stockholder.

Dated:  February 8, 1996

MEREDITH CORPORATION
By:	/s/ William T. Kerr
	William T. Kerr
	President & Chief Operating Officer
By:	/s/ Thomas L. Slaughter
	Thomas L. Slaughter
	Its Secretary

STATE OF IOWA )

) SS:

COUNTY OF POLK )

On this 8th day of February, 1996, before me, Teresa T. Rinker, a Notary

Public in and for said county, personally appeared WILLIAM T. KERR and THOMAS

L. SLAUGHTER, to me personally known, who being by me duly sworn did say that

they are the President and Chief Operating Officer and the Corporate Secretary

respectively of Meredith Corporation, an Iowa corporation, that the seal

affixed to said instrument is the seal of said corporation and that said

Articles of Correction were signed and sealed on behalf of the said corporation

by authority of its Board of Directors and the said WILLIAM T. KERR and THOMAS

L. SLAUGHTER acknowledged the execution of said instrument to be the voluntary

act and deed of said corporation by it voluntarily executed.

/s/ Teresa T. Rinker

Notary Public in and for the State of Iowa

Commission expires:  October 1, 1997

ARTICLES OF MERGER

MERGING

KCPQ ACQUISITION CORPORATION

A Washington Corporation

INTO

MEREDITH CORPORATION

An Iowa Corporation

Pursuant to Section 490.1105 of the Iowa Business Corporation Act (the "Act"), Meredith Corporation, an Iowa corporation (the "Parent Corporation"), hereby adopts the following Articles of Merger for the purpose of merging KCPQ Acquisition Corporation, a Washington corporation and wholly owned subsidiary of the Parent Corporation (the "Subsidiary Corporation"), into itself:

FIRST: The Plan of Merger (the "Plan of Merger") providing for the merger of the Subsidiary Corporation into the Parent Corporation, with the Parent Corporation being surviving corporation, is attached hereto as Exhibit A.

SECOND: The Subsidiary Corporation is incorporated under the laws of Washington, and the laws of such jurisdiction permit such a merger.

THIRD: The Plan of Merger was duly adopted by the board of directors of the Parent Corporation in the manner prescribed by Section 490.1104 of the Act; pursuant to Section 490.1104(3) of the Act.

FIFTH: The name of the surviving corporation is Meredith Corporation, and it shall be governed by the laws of the State of Iowa.

IN WITNESS WHEREOF, the Parent Corporation has caused these Articles of Merger to be signed by its authorized officer as of March 1, 1999.

MEREDITH CORPORATION
By:	/s/ Stephen M. Lacy
	Name:   Stephen M Lacy
	Title:  Vice President -
	Chief Financial Officer

EXHIBIT A

PLAN OF MERGER

MERGING

KCPQ ACQUISITION CORPORATION

A Washington Corporation

INTO

MEREDITH CORPORATION

An Iowa Corporation

WHEREAS, Meredith Corporation, an Iowa Corporation (the "Parent Corporation"), KCPQ Acquisition Corporation., a Washington corporation and wholly owned subsidiary of the Parent Corporation ("Merger Sub"), Kelly Television Co., a Washington limited partnership ("KTC") and the partners of KTC are parties to an Agreement and Plan of Merger dated August 21,1998 (the "Merger Agreement");

WHEREAS, the Merger Agreement provides for the merger of KTC into Merger Sub (the "First Merger"), with Merger Sub being the surviving corporation;

WHEREAS, upon consummation of the First Merger, Merger Sub will remain a wholly owned subsidiary of the Parent Corporation, which will continue to own all the issued and outstanding shares of capital stock of Merger Sub (Merger Sub, as the surviving corporation of the First Merger, the "Subsidiary Corporation"); and

WHEREAS, the Parent Corporation desires to merge the Subsidiary Corporation into itself, with the Parent Corporation being the surviving corporation.

NOW THEREFORE, BE IT RESOLVED, that the Parent Corporation shall merge the Subsidiary Corporation into itself (the "Second Merger"), with the Parent Corporation being the surviving corporation, and the Parent Corporation shall be possessed of all the estate, property, rights, privileges and franchises of the Subsidiary Corporation and shall assume all liabilities and obligations, if any, of the Subsidiary Corporation;

FURTHER RESOLVED, that, by reason of the Second Merger, all of the shares of capital stock of the Subsidiary Corporation shall be canceled, and the authorized and issued capital stock of the Parent Corporation shall not be changed, but shall be and remain the same as before the Second Merger;

FURTHER RESOLVED, that the articles of incorporation of the Parent Corporation in effect at the time of the Second Merger shall be and remain the articles of incorporation of the Parent Corporation as the surviving corporation of the Second Merger until amended as provided by law;

FURTHER RESOLVED, that the bylaws of the Parent Corporation in effect at the time of the Second Merger shall be and remain the bylaws of the Parent Corporation as the surviving corporation of the Second Merger until amended or repealed in accordance with the provisions thereof;

URTHER RESOLVED, that the directors and officers of the Parent Corporation at the time of the Second Merger shall be the directors and officers of the Parent Corporation as the surviving corporation of the Second Merger until their successors have been duly elected or appointed and qualified;

FURTHER RESOLVED, that the officers of the Parent Corporation are authorized and directed to consummate the Second Merger by making and executing Articles of Merger setting forth a copy of this Plan of Merger, and filling the same in the offices of the Secretary of the State of Washington or the office of the Secretary of State of Iowa; and

FURTHER RESOLVED, that the officers of the Parent Corporation by, and hereby are, authorized and directed to do all acts and things whatsoever which may be necessary or proper to effect the Second Merger.

ARTICLES OF AMENDMENT

TO THE

RESTATED ARTICLES OF INCORPORATION

OF

MEREDITH CORPORATION

To the Secretary of State of the State of Iowa:

Pursuant to the provisions of Section 490 of the Iowa Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Restated Articles of Incorporation:

I. The name of the corporation is Meredith Corporation. The effective date of its incorporation was the 9th day of August, 1905. Its original name was Successful Farming Publishing Company.

II. The following amendment to the Restated Articles of Incorporation was adopted by the shareholders of the Corporation on November 10, 2003, in the manner prescribed by the Iowa Business Corporation Act:

WHEREAS, an amendment to the Restated Articles of Incorporation of Meredith Corporation is necessary and desirable to make said Articles conform to the Iowa Business Corporation Act in regard to director liability;

AND WHEREAS, said amendment requires shareholder approval to become effective;

IT IS HEREBY RESOLVED, that the Board of Directors of Meredith Corporation recommends that the shareholders of the Company approve the proposal that Article IX of the Restated Articles of Incorporation shall be deleted in its entirety and replaced with the following Articles IX and X:

IX

A director of the corporation shall not be personally liable to the corporation or its stockholders for money damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the corporation or the stockholders; (3) a violation of Section 490.833 of the Iowa Business Corporation Act; or (4) an intentional violation of criminal law. 

If the Iowa Business Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the extent of such amendment, automatically and without any further action, to the fullest extent permitted by law.  Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the

personal liability or any other right or protection of a director of the corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.

X

The corporation shall indemnify a director for liability (as such term is defined in Section 490.850(5) of the Iowa Business Corporation Act) for any action taken, or any failure to take any action, as a director, except liability for any of the following:  (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the corporation or the stockholders; (3) a violation of Section 490.833 of the Iowa Business Corporation Act; or (4) an intentional violation of criminal law.  Without limiting the foregoing, the corporation shall exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law.  If the Iowa Business Corporation Act is hereafter amended to authorize broader indemnification, then the indemnification obligations of the corporation shall be deemed amended automatically and without any further action to require indemnification and advancement of funds to pay for or reimburse expenses of its directors and officers to the fullest extent permitted by law.  Any repeal or modification of this Article shall be prospective only and shall not adversely affect any indemnification obligations of the corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.

III. The number of shares of the corporation outstanding at the time of such adoption was 50,171,201, consisting of 40,255,307 shares of common stock, each entitled to one vote, and 9,915,894 shares of class B common stock, each entitled to ten votes, voting together as a class.

IV. The number of shares voting, and votes cast, for, against, and abstaining on the proposal to delete Article IX of the Restated Articles of Incorporation in its entirety and replace it with new Articles IX and X were as follows:

		For	Against	Abstain
Common -	Shares	34,377,656	1,748,424	297,046
	Votes	34,377,656	1,748,424	297,046
Class B -	Shares	8,932,267	31,183	19,046
	Votes	89,322,670	311,830	190,460
Total -	Shares	45,405,622
Total -	Votes	126,248,086

Executed:  November 10, 2003

	MEREDITH CORPORATION
	By	/s/ William T. Kerr
[SEAL]		WILLIAM T. KERR
		Chairman and Chief Executive Officer
	By	/s/ John S. Zieser
		JOHN S. ZIESER
		Secretary

STATE OF IOWA )

) ss:

COUNTY OF POLK )

On this 10th day of November, 2003, before me, Teresa T. Rinker, a Notary Public in and for said County, personally appeared WILLIAM T. KERR and JOHN S. ZIESER, to me personally known, who being by me duly sworn, did say that they are the Chairman and Chief Executive Officer and the Corporate Secretary respectively of said corporation, that the seal affixed to said instrument is the seal of the corporation and that said Articles of Amendment were signed and sealed on behalf of said corporation by authority of its Board of Directors and that the said WILLIAM T. KERR and JOHN S. ZIESER acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

/s/ Teresa T. Rinker

Notary Public in and for the

State of Iowa