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                                                                   EXHIBIT 3.1.2


                            CERTIFICATE OF AMENDMENT
                                       TO
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             COMMODORE MEDIA, INC.

                        (Incorporated on August 5, 1980)

              (Pursuant to Section 242 of the General Corporation
                         Law of the State of Delaware)

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         Commodore Media, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies:

         FIRST, that the board of directors of the Corporation duly adopted a
resolution proposing and declaring advisable the following amendment to the
Amended and Restated Certificate of Incorporation of the Corporation in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware:

                 RESOLVED, that the Board of Directors of the Corporation deems
         and declares advisable an amendment to the Amended and Restated
         Certificate of Incorporation of the Corporation to amend Article Four
         to read in its entirety as follows; and that such amendment be
         submitted to the stockholders of the Corporation for their
         consideration and approval:

                                  ARTICLE FOUR

                                AUTHORIZED STOCK

                          The total number of shares of all classes of stock
                 which the corporation shall have authority to issue is
                 350,000,000 shares of Common Stock of the par value of One
                 Cent ($.01) per share.

                          Immediately upon the filing of this Certificate of
                 Amendment with the Secretary of State of Delaware, each share
                 of previously authorized Class A Common Stock and Class B
                 Common Stock of the Corporation ("Old Common Stock") issued
                 and outstanding immediately before the filing hereof shall be
                 reclassified and immediately represent One Hundred Six
                 Thousand Seven Hundred and Fifty-Seven (106,757) validly
                 issued, fully paid and non-assessable shares of Common Stock.
                 Each certificate which theretofore represented share of Old
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                 Common Stock shall thereafter represent that number of shares
                 of Common Stock determined in the previous sentence; provided
                 however, that each person holding of record a stock
                 certificate or certificates which represented shares of Old
                 Common Stock shall receive, upon surrender of such certificate
                 or certificates, together with such additional information as
                 shall be required by the Corporation, a new certificate or
                 certificates evidencing and representing the number of shares
                 of Common Stock to which such person is entitled.

         SECOND, that in lieu of a meeting and vote of the sole stockholder of
the Corporation, the stockholder of the Corporation has given written consent
to said amendment in accordance with the provisions of Section 228(a) of the
General Corporation Law of the State of Delaware.

         THIRD, that the previously stated amendment to the Amended and
Restated Certificate of Incorporation of the Corporation was duly adopted by
the sole stockholder of the Corporation in accordance with the provisions of
Section 242 and of the General Corporation Law of the State of Delaware.





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         IN WITNESS WHEREOF, the undersigned has executed this Certificate this
20th day of February, 1997.

                                        COMMODORE MEDIA, INC.


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





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