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                                                                 EXHIBIT 3.1C



                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           EVERGREEN MEDIA CORPORATION

                   (ORIGINALLY INCORPORATED ON JUNE 22, 1988)

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                  FIRST: The name of the corporation is Chancellor Media
Corporation (the "Corporation").

                  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 325,000,000 shares
consisting of (a) 50,000,000 shares of preferred stock, par value $.01 per share
(the "Preferred Stock"), (b) 200,000,000 shares of Common Stock, par value $.01
per share (the "Common Stock") and (c) 75,000,000 shares of Class A Common
Stock, par value $.01 per share (the "Class A Common Stock").

                  The designations, powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock, the Common Stock and the
Class A Common Stock are as follows:

         1.       Reclassification of Existing Class A and Class B Common Stock.

                  (a) Upon the filing of this Amended and Restated Certificate
of Incorporation, each share of Class A Common Stock, par value $.01 per share,
of the Corporation outstanding shall be reclassified, changed and converted into
one share of the Common Stock, and each share of Class B Common Stock, par value
$.01 per share, of the Corporation outstanding shall be reclassified into one
share of Common Stock (such reclassifications collectively being the
"Reclassification").

                  (b) After the Reclassification, each holder of the shares of
capital stock of the Corporation being reclassified, changed and converted as
provided herein shall be entitled to receive, upon surrender at the office of
the Corporation or the transfer agent for the Common Stock of such holder's
certificate or certificates representing the shares being reclassified, duly
endorsed in blank or accompanied by duly executed proper instruments of
transfer, as promptly 


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as practicable after such surrender one or more certificates evidencing the
Common Stock issuable to such holder in respect of the Reclassification. After
the Reclassification, pending the issuance and delivery of such certificates in
accordance herewith, the certificate or certificates evidencing the shares of
previously outstanding class A and class B common stock being reclassified shall
be deemed to evidence the shares of Common Stock issuable upon the
Reclassification.

         2.       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 "Board 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;

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                           (vi)    the dividend rate, whether dividends are 
         payable in cash, securities 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 and Class A Common Stock, each voting as a separate class, 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.

         3. Provisions Relating to the Common Stock and Class A Common Stock.

                  (a) Except as otherwise set forth in this Paragraph 3, each
share of Common Stock and Class A 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 as a class upon



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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, and the holders of
shares of Class A Common Stock shall be entitled to vote upon all matters
submitted to a vote of the stockholders of the Corporation as a separate class
and shall be entitled to one vote for each share of Class A Common Stock held.

                  (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 the Common Stock and Class A 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
and Class A 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 or Class A
Common Stock held by them.

                  (d) With respect to any Going Private Transaction (as defined
below) between the Corporation and Scott K. Ginsburg or Affiliates of Scott K.
Ginsburg (as defined below), the holders of the Common Stock and the Class A
Common Stock shall each vote separately as a class. For purposes of this
Paragraph 3(d), the term "Going Private Transaction" shall mean any transaction
that is a "Rule 13e-3 Transaction," as such term is defined in Rule 13e-3(a)(3),
17 C.F.R. Section 240.13e-3, as amended from time to time, promulgated under the
Securities Exchange Act of 1934, as amended. The term "Affiliate of Scott K.
Ginsburg" shall mean (x) any corporation of which Scott K. Ginsburg is the
beneficial owner of 50% or more of the combined voting power of all classes of
equity securities, (y) any trust or other estate in which Scott K. Ginsburg
serves as trustee or in a similar capacity, or (z) any partnership, joint
venture, or unincorporated organization that is under the direct or indirect
control of Scott K. Ginsburg, such that Scott K. Ginsburg possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies of such entity whether through the ownership of voting securities, by
contract, or otherwise.

         4.       General.

                  (a) Subject to the foregoing provisions of this Certificate of
Incorporation, the Corporation may issue shares of its Common Stock and Class A
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; provided, however, that notwithstanding the
foregoing, the Corporation may not issue shares of Class A Common Stock without
the unanimous vote or written consent of the Board of Directors of the
Corporation. Shares so issued for which the consideration shall have been paid
or delivered to the Corporation shall be 



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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 thirteen, plus such number
of directors as may be elected from time to time by the holders of any class or
series of Preferred Stock. Commencing on the date on which this Amended and
Restated Certificate of Incorporation shall become effective pursuant to the
General Corporation Law of the State of Delaware, the directors of the
Corporation shall be divided into three classes (the "Classified Directors")
with the first class ("Class I"), second class ("Class II") and the third class
("Class III") each to consist as nearly as practicable of an equal number of
directors. The term of office of the Class I directors shall expire at the 1998
annual meeting of stockholders, the term of office of the Class II directors
shall expire at the 1999 annual meeting of stockholders and the term of office
of the Class III directors shall expire at the 2000 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,
commencing with the 1998 annual meeting, 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 and management 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 "Alien";
                  collectively, "Aliens") in excess of 25% of the total number
                  of shares of capital stock of the Corporation outstanding at
                  any time and shall 




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                  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) No Alien shall be qualified to act as an officer
                  of the Corporation, and no more than one-fourth of the total
                  number of directors of the Corporation at any time and from
                  time to time may be Aliens.

                           (d) 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 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. "Person" 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 



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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, 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 


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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 "proceeding" 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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                  IN WITNESS WHEREOF, the Corporation has caused this Amended
and Restated Certificate of Incorporation, which restates, integrates and
further amends all Articles of the Corporation's Restated Certificate of
Incorporation pursuant to Sections 242 and 245 of the Delaware General
Corporation Law, and which includes and incorporates by reference, without
amendment, the designations, powers and preferences, and the relative
participating, optional or other special rights, and the qualifications,
limitations and restrictions thereof, of the $3.00 Convertible Exchangeable
Preferred Stock of the Corporation (the shares of which series shall, upon the
effectiveness of this Amended and Restated Certificate of Incorporation, be
convertible into Common Stock of the Corporation rather than Class A Common
Stock of the Corporation, pursuant to and in accordance with, and to the extent
provided by, the terms of such series) as set forth in Exhibit A attached
hereto, to be signed by its duly authorized officer this 5th day of September,
1997.

                                  EVERGREEN MEDIA CORPORATION



                                  By:          /s/ Matthew E. Devine
                                        ----------------------------------------
                                        Name:  Matthew E. Devine
                                        Title: Executive  Vice  President, Chief
                                               Financial Officer and Secretary


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