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                                                                     EXHIBIT 3.1


                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          CHANCELLOR MEDIA CORPORATION
                   (Originally Incorporated on June 22, 1988)

         Chancellor Media Corporation, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the ACorporation@),
does hereby certify as follows:

         A. The Corporation=s original Certificate of Incorporation was filed
under the name Evergreen Media Corporation with the Secretary of State of the
State of Delaware on June 22, 1988.

         B. The Corporation filed an Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware on September
5, 1997.

         C. This Amended and Restated Certificate of Incorporation amends and
restates in its entirety the Amended and Restated Certificate of Incorporation
of the Corporation and has been duly adopted by the vote of the stockholders of
the Corporation in accordance with Sections 242 and 245 of the General
Corporation Law of the State of Delaware.

         D. The text of the Corporation=s Amended and Restated Certificate of
Incorporation is hereby further amended and restated in its entirety to read in
full as follows:

         FIRST:  The name of the corporation is AMFM Inc. (the ACorporation@).

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

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

         FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 800,000,000 shares
consisting of (a) 50,000,000 shares of preferred stock, par value $0.01 per
share (the APreferred Stock@), and (b) 750,000,000 shares of Common Stock, par
value $0.01 per share (the ACommon Stock@).

         In addition to the designations, powers, preferences, rights,
qualifications, limitations, and restrictions of the Preferred Stock set forth
in Paragraph 1 below, the Corporation has authorized and outstanding its 7%
Convertible Preferred Stock and $3.00 Convertible Exchangeable Preferred Stock
whose Certificates of Designations, Preferences and Relative, Participating,



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Optional and Other Special Rights are attached hereto as Exhibits A and B,
respectively. The designations, powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and the Common Stock are as
follows:

         1. Provisions Relating to the Preferred Stock.

                  (a) The Preferred Stock may be issued from time to time in one
or more classes or series, the shares of each class or series to have such
designations, powers, preferences and rights and such qualifications,
limitations and restrictions thereof as are stated and expressed herein and in
the resolution or resolutions providing for the issue of such class or series
adopted by the Board of Directors of the Corporation (the ABoard of Directors@)
as hereafter prescribed.

                  (b) Authority is hereby expressly granted to and vested in the
Board of Directors to authorize the issuance of the Preferred Stock from time to
time in one or more classes or series, and with respect to each class or series
of the Preferred Stock, to fix and state by the resolution or resolutions from
time to time adopted providing for the issuance thereof the following:

                       (i) whether or not the class or series is to have voting
         rights, full, special or limited, or is to be without voting rights,
         and whether or not such class or series is to be entitled to vote as a
         separate class either alone or together with the holders of one or more
         other classes or series of stock;

                       (ii) the number of shares to constitute the class or
         series and the designations thereof;

                       (iii) the preferences and relative, participating,
         optional or other special rights, if any, and the qualifications,
         limitations or restrictions thereof, if any, with respect to any class
         or series;

                       (iv) whether or not the shares of any class or series
         shall be redeemable at the option of the Corporation or the holders
         thereof or upon the happening of any specified event, and, if
         redeemable, the redemption price or prices (which may be payable in the
         form of cash, notes, securities or other property) and the time or
         times at which, and the terms and conditions upon which, such shares
         shall be redeemable and the manner of redemption;

                       (v) whether or not the shares of a class or series shall
         be subject to the operation of retirement or sinking funds to be
         applied to the purchase or redemption of such shares for retirement,
         and, if such retirement or sinking fund or funds are to be established,
         the annual amount thereof and the terms and provisions relative to the
         operation thereof;

                       (vi) the dividend rate, whether dividends are payable in
         cash, securities



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         of the Corporation or other property, the conditions upon which and the
         times when such dividends are payable, the preference to or the
         relation to the payment of dividends payable on any other class or
         classes or series of stock, whether or not such dividends shall be
         cumulative or noncumulative and, if cumulative, the date or dates from
         which such dividends shall accumulate;

                       (vii) the preferences, if any, and the amounts thereof
         which the holders of any class or series thereof shall be entitled to
         receive upon the voluntary or involuntary dissolution of, or upon any
         distribution of the assets of, the Corporation;

                       (viii) whether or not the shares of any class or series,
         at the option of the Corporation or the holder thereof or upon the
         happening of any specified event, shall be convertible into or
         exchangeable for the shares of any other class or classes or of any
         other series of the same or any other class or classes of stock,
         securities, or other property of the Corporation and the conversion
         price or prices or ratio or ratios or the rate or rates at which such
         exchange may be made, with such adjustments, if any, as shall be stated
         and expressed or provided for in such resolution or resolutions; and

                       (ix) such other special rights and protective provisions
         with respect to any class or series as may to the Board of Directors
         seem advisable.

                  (c) The shares of each class or series of the Preferred Stock
may vary from the shares of any other class or series thereof in any or all of
the foregoing respects. The Board of Directors may increase the number of shares
of the Preferred Stock designated for any existing class or series by a
resolution adding to such class or series authorized and unissued shares of the
Preferred Stock not designated for any other class or series. The Board of
Directors may decrease the number of shares of the Preferred Stock designated
for any existing class or series by a resolution subtracting from such class or
series authorized and unissued shares of the Preferred Stock designated for such
existing class or series, and the shares so subtracted shall become authorized,
unissued and undesignated shares of the Preferred Stock.

                  (d) The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the Common
Stock without a vote of a majority of the holders of the Preferred Stock, or of
any class or series thereof, unless a vote of any such holders is required
pursuant to the certificate or certificates establishing such class or series of
Preferred Stock.

         2. Provisions Relating to the Common Stock.

                  (a) Each share of Common Stock of the Corporation shall have
identical rights and privileges in every respect. The holders of shares of
Common Stock shall be entitled to vote upon all matters submitted to a vote of
the stockholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held.



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                  (b) Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series thereof, the holders
of shares of Common Stock shall be entitled to receive and participate ratably
in such dividends (payable in cash, stock, or otherwise) as may be declared
thereon by the board of directors at any time and from time to time out of any
funds of the Corporation legally available therefor.

                  (c) In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of the
Preferred Stock or any series thereof, the holders of shares of the Common Stock
shall be entitled to receive all of the remaining assets of the Corporation
available for distribution to its stockholders, ratably in proportion to the
number of shares of the Common Stock held by them. A liquidation, dissolution,
or winding-up of the Corporation, as such terms are used in this paragraph (c),
shall not be deemed to be occasioned by or to include any consolidation or
merger of the Corporation with or into any other corporation or corporations or
other entity or a sale, lease, exchange or conveyance of all or a part of the
assets of the Corporation.

         3. General.

                  (a) Subject to the foregoing provisions of this Certificate of
Incorporation, the Corporation may issue shares of its Preferred Stock and
Common Stock from time to time for such consideration (not less than the par
value thereof) as may be fixed by the Board of Directors, which is expressly
authorized to fix the same in its absolute and uncontrolled discretion subject
to the foregoing conditions. Shares so issued for which the consideration shall
have been paid or delivered to the Corporation shall be deemed fully paid stock
and shall not be liable to any further call or assessment thereon, and the
holders of such shares shall not be liable for any further payments in respect
of such shares.

                  (b) The Corporation shall have authority to create and issue
rights and options entitling their holders to purchase shares of the
Corporation=s capital stock of any class or series or other securities of the
Corporation, and such rights and options shall be evidenced by instrument(s)
approved by the Board of Directors. The Board of Directors shall be empowered to
set the exercise price, duration, times for exercise, and other terms of such
options or rights; provided, however, that the consideration to be received for
any shares of capital stock subject thereto shall not be less than the par value
thereof.

         FIFTH: The number of directors constituting the Board of Directors
shall be no less than five and no more than fourteen, plus such number of
directors as may be elected from time to time by the holders of any class or
series of Preferred Stock. The directors of the Corporation shall be divided
into three classes (the AClassified Directors@) with the first class (AClass
I@), second class (AClass II@) and the third class (AClass III@) each to consist
as nearly as practicable of an equal number of directors. The term of office of
the Class III directors shall expire at the 2000 annual meeting of stockholders,
the term of office of the Class I directors shall expire at the 2001 annual
meeting of stockholders and the term of office of the Class II directors shall
expire at the 2002



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annual meeting of stockholders, with each director to hold office until his or
her successor shall have been duly elected and qualified. At each annual meeting
of stockholders, Classified Directors elected to succeed those Classified
Directors whose terms then expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election.

         SIXTH: The directors of the Corporation need not be elected by written
ballot unless the bylaws of the Corporation otherwise provide.

         SEVENTH: The following provisions are included for the purpose of
ensuring that control of the Corporation remains with loyal citizens of the
United States and/or corporations formed under the laws of the United States or
any of the states of the United States, as required by the Communications Act of
1934, as the same may be amended from time to time:

                  (a) The Corporation shall not issue to (i) a person who is a
         citizen of a country other than the United States; (ii) any entity
         organized under the laws of a government other than the government of
         the United States or any state, territory, or possession of the United
         States; (iii) a government other than the government of the United
         States or of any state, territory, or possession of the United States;
         or (iv) a representative of, or an individual or entity controlled by,
         any of the foregoing (individually, an AAlien@; collectively, AAliens@)
         in excess of 25% of the total number of shares of capital stock of the
         Corporation outstanding at any time and shall not permit the transfer
         on the books of the Corporation of any capital stock to any Alien that
         would result in the total number of shares of such capital stock held
         by Aliens exceeding such 25% limit.

                  (b) No Alien or Aliens shall be entitled to vote or direct or
         control the vote of more than 25% of (i) the total number of shares of
         capital stock of the Corporation outstanding and entitled to vote at
         any time and from time to time, or (ii) the total voting power of all
         shares of capital stock of the Corporation outstanding and entitled to
         vote at any time and from time to time.

                  (c) The Board of Directors of the Corporation shall have all
         powers necessary to implement the provisions of this Article Seventh.

         EIGHTH: No contract or transaction between the Corporation and one or
more of its directors, officers, or stockholders or between the Corporation and
any Person (as hereinafter defined) in which one or more of its directors,
officers, or stockholders are directors, officers, or stockholders, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee which authorizes the contract or transaction, or solely
because his, her, or their votes are counted for such purpose, if: (i) the
material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the board of directors or the
committee, and the board of directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the



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disinterested directors be less than a quorum; or (ii) the material facts as to
his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved, or ratified by the board of
directors, a committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the board of directors or of a committee which authorizes the contract or
transaction. APerson@ as used herein means any corporation, partnership,
association, firm, trust, joint venture, political subdivision or
instrumentality.

         NINTH: The Corporation shall indemnify any Person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by reason
of the fact that he or she (i) is or was a director, officer, employee or agent
of the Corporation, or (ii) is or was serving at the request of the Corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent,
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent permitted under the General Corporation Law of
the State of Delaware, as the same exists or may hereafter be amended. Such
right shall be a contract right and as such shall run to the benefit of any
director or officer who is elected and accepts the position of director or
officer of the Corporation or elects to continue to serve as a director or
officer of the Corporation while this Article Ninth is in effect. Any repeal or
amendment of this Article Ninth shall be prospective only and shall not limit
the rights of any such director or officer or the obligations of the Corporation
with respect to any claim arising from or related to the services of such
director or officer in any of the foregoing capacities prior to any such repeal
or amendment to this Article Ninth. Such right shall include the right to be
paid by the Corporation expenses incurred in investigating or defending any such
proceeding in advance of its final disposition to the maximum extent permitted
under the General Corporation Law of the State of Delaware, as the same exists
or may hereafter be amended. To the extent that a director, officer, employee or
agent of the Corporation shall be successful on the merits or otherwise in
defense of any proceeding, or in defense of any claim, issue, or matter therein,
he or she shall be indemnified against expenses (including attorneys= fees)
actually and reasonably incurred by him in connection therewith. If a claim for
indemnification or advancement of expenses hereunder is not paid in full by the
Corporation within sixty (60) days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim, and if successful in
whole or in part, the claimant shall also be entitled to be paid the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense is not permitted under the
General Corporation Law of the State of Delaware, but the burden of proving such
defense shall be on the Corporation. None of (i) the failure of the Corporation
(including its board of directors or any committee thereof, independent legal
counsel, or stockholders) to have made its determination prior to the
commencement of such action that indemnification of, or advancement of costs of
defense to, the claimant is permissible in the circumstances, (ii) an actual
determination by the Corporation (including its board of directors or any
committee thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible, or (iii) the termination of
any proceeding by judgment, order,



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settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall be a defense to the action or create a presumption that such
indemnification or advancement is not permissible. In the event of the death of
any Person having a right of indemnification under the foregoing provisions,
such right shall inure to the benefit of his or her heirs, executors,
administrators, and personal representatives. The rights conferred above shall
not be exclusive of any other right which any Person may have or hereafter
acquire under any statute, bylaw, resolution of stockholders or directors,
agreement, or otherwise.

         The Corporation may additionally indemnify any employee or agent of the
Corporation to the fullest extent permitted by law.

         Without limiting the generality of the foregoing, to the extent
permitted by then applicable law, the grant of mandatory indemnification
pursuant to this Article Ninth shall extend to proceedings involving the
negligence of such Person.

         The Board of Directors may authorize, by a vote of a majority of a
quorum of the Board of Directors, the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this Article Ninth.

         As used herein, the term Aproceeding@ means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.

         TENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director=s
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. Any repeal or amendment of this Article Tenth by
the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation arising from an act or omission occurring prior to the time of such
repeal or amendment. In addition to the circumstances in which a director of the
Corporation is not personally liable as set forth in the foregoing provisions of
this Article Tenth, a director shall not be liable to the Corporation or its
stockholders to such further extent as permitted by any law hereafter enacted,
including without limitation any subsequent amendment to the General Corporation
Law of the State of Delaware.



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         ELEVENTH: All of the power of the Corporation, insofar as may be
lawfully vested by this Second Amended and Restated Certificate of Incorporation
in the Board of Directors of the Corporation, is hereby conferred upon the Board
of Directors of the Corporation. In furtherance of and not in limitation of that
power or the powers conferred by law, a majority of the directors then in office
(or such higher percentage as may be specified in the bylaws with respect to any
provision thereof) shall have the power to adopt, amend and repeal the bylaws of
the Corporation.

         IN WITNESS WHEREOF, Chancellor Media Corporation has caused this
Certificate to be executed in its corporate name this 13th day of July, 1999.

                                           CHANCELLOR MEDIA CORPORATION



                                           By: /s/ William S. Banowsky, Jr.
                                               --------------------------------
                                                   William S. Banowsky, Jr.
                                                   Executive Vice President



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