<PAGE>   1
                          CERTIFICATE OF INCORPORATION
                                       OF
                        CHANCELLOR BROADCASTING COMPANY

        I, the undersigned natural person acting as an incorporator of a
corporation (hereinafter called the "Corporation") under the General
Corporation Law of the State of Delaware, do hereby adopt the following
Certificates of Incorporation for the Corporation:

        FIRST:  The name of the corporation is Chancellor Broadcasting Company.

        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 Delaware. The Corporation will have
perpetual existence.

        FOURTH:  The total number of shares of stock which the Corporation
shall have authority to issue is 1,000 shares, par value $.01 per share,
designated Common Stock.

        FIFTH:  The name of the incorporator of the Corporation is R. Jay
Tabor, and the mailing address of such incorporator is 100 Crescent Court,
Suite 1300, Dallas, Texas 75201.

        SIXTH:  The number of directors constituting the initial board of
directors is one, and the name of mailing address of the person who is to serve
as a director until the first annual meeting of stockholders or until his
successor is elected and qualified is as follows:

        Steven Dinetz           9030 Woodhurst Drive
                                Dallas, Texas 75243
<PAGE>   2
        SEVENTH:  Director of the Corporation need not be elected by written
ballot unless the by-laws of the Corporation otherwise provide.

        EIGHTH:  The directors of the Corporation shall have the power to
adopt, amend, and repeal the by-laws of the Corporation.

        NINTH:  No contract or transaction between the Corporation and one or
more of its directors, officers, or stockholders or between the Corporation and
nay person (as used herein "person" means other corporation, partnership,
association, firm, trust, joint venture, political subdivision, or
instrumentality) or other organization 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 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.

        TENTH:  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



                                       2
<PAGE>   3
she (i) is or was a director or officer of the Corporation or (ii) while
director or officer of the Corporation, is or was serving at the request of the
Corporation, 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, sold proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent permitted under the Delaware General
Corporation Law, 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 or elects to continue to serve as a director or officer of the
Corporation or elects to continue to serve as a director or officer of the
Corporation while this Article is in effect. Any repeal or amendment of this
Article Tenth 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 Tenth. Such right shall include the right to be paid by the
Corporation expenses incurred in defending any such processing in advance of
its final disposition to the maximum extent permitted under the Delaware
General Corporation Law, as the same exists or may hereafter be amended. 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 are not
permitted under the Delaware General Corporation Law, but the burden of proving
such defense to any such action that such indemnification or advancement of
costs of defense oar not permitted under the Delaware General Corporation Law,
but the burden of proving such defense shall be on the Corporation. Neither 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 nor an actual determination by the Corporation (including its
board of directors or any committee thereof, independent legal counsel, or
stockholders) that such indemnification or advance is not permissible shall be
a defense to the action or create a presumption that such indemnification or
advancement is not



                                       3
<PAGE>   4
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, administrator, 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, by-law,
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.

        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.

        ELEVENTH:  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 Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. Any repeal or amendment of this Article Eleventh 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 Eleventh, 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
Delaware General Corporation Law.

        TWELFTH:  The Corporation expressly elects not to be governed by
Section 203 of the General Corporation Law of Delaware.



                                       4
<PAGE>   5
        I, the undersigned, for the purpose of forming the Corporation under
the laws of the State of Delaware, do make, file, and record this Certificate
of Incorporation and do certify that this is my act and deed an that the facts
stated herein are true and, accordingly, I do hereunto set my hand on this 13th
day of June, 1994.




                                             /s/ R. JAY TABOR   
                                             -------------------------------
                                             R. Jay Tabor   



                                       5
<PAGE>   6
                                                         STATE OF DELAWARE     
                                                        SECRETARY OF STATE     
                                                     DIVISION OF CORPORATIONS  
                                                     FILED 04:15 PM 02/13/1996 
                                                        960042409 - 2409236    




                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        CHANCELLOR BROADCASTING COMPANY


         Chancellor Broadcasting Company (the "Corporation"), a corporation
duly organized and existing under and by virtue of the General Corporation Law
of the State of Delaware (the "DGCL"), DOES HEREBY CERTIFY THAT:

         FIRST:  The name of the Corporation is Chancellor Broadcasting
Company.

         SECOND: The Certificate of Incorporation was filed with the Secretary
of State of Delaware on June 13, 1994.

         THIRD:  Article FOURTH of the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation") be, and it hereby is, amended
and restated to read in its entirety as set forth on Exhibit A attached hereto
and incorporated herein by reference.

         FOURTH: The aforementioned amendment to the Certificate of
Incorporation was duly adopted in accordance with Section 242 of the DGCL.
Written consent of the Corporation's stockholders has been given in accordance
with the provisions of Section 228 of the DGCL.


             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE>   7
         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed pursuant to Section 103(a)(2) of the DGCL by the
undersigned duly authorized officer of the Corporation as of this 13th day of
February, 1996.

                                        CHANCELLOR BROADCASTING COMPANY



                                        By: /s/ ERIC W. NEUMANN
                                            ----------------------------------
                                            Eric W. Neumann
                                            Vice President
<PAGE>   8
                                                                       EXHIBIT A





         FOURTH:  The total number of shares of stock which the Corporation
shall have authority to issue is 1,001,000 shares of capital stock, classified
as (i) 1,000,000 shares of preferred stock, par value $.01 per share
("Preferred Stock"), and (ii) 1,000 shares of common stock, par value $.01 per
share ("Common Stock").

         The designations and the powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and 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 and powers, preferences, and rights, and 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 as hereafter
prescribed.

                 (b)      Authority is hereby expressly granted to and vested
in the board of directors of the Corporation 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;





                                      A-1
<PAGE>   9
                            (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, stock 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 of the Corporation seem advisable.





                                      A-2
<PAGE>   10
                 (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 of the Corporation 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 of the Corporation 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.

         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.

                 (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 shall be entitled to receive 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





                                      A-3
<PAGE>   11
of directors of the Corporation, 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 of the Corporation.  The board of directors
of the Corporation 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.





                                      A-4
<PAGE>   12
                                                          STATE OF DELAWARE     
                                                         SECRETARY OF STATE     
                                                      DIVISION OF CORPORATIONS  
                                                      FILED 03:00 PM 02/14/1996 
                                                         960043508 - 2409236    



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                        CHANCELLOR BROADCASTING COMPANY

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


         Chancellor Broadcasting Company, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:

         FIRST:  The name of the Corporation is Chancellor Broadcasting
Company.

         SECOND: The First Article of the Corporation's Certificate of
Incorporation is amended in its entirety to read as follows:

                 "The name of the Corporation is Chancellor Radio Broadcasting
Company."

         THIRD:  A majority of the stockholders of the Corporation entitled to
vote on this amendment executed a written consent in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

         FOURTH: Said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of the 14th day of February, 1996.

                                        CHANCELLOR BROADCASTING COMPANY



                                        By: /s/ ERIC W. NEUMANN
                                            -----------------------------------
                                            Eric W. Neumann
                                            Vice President
<PAGE>   13
    STATE OF DELAWARE     
   SECRETARY OF STATE     
DIVISION OF CORPORATIONS  
FILED 11:00 AM 02/23/1996 
   960052277 - 2409236    


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                     CHANCELLOR RADIO BROADCASTING COMPANY


         Chancellor Radio Broadcasting Company (the "Corporation"), a
corporation duly organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "DGCL"), DOES HEREBY CERTIFY
THAT:

         FIRST:  The name of the Corporation is Chancellor Radio Broadcasting
Company.

         SECOND: Article FOURTH of the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation") be, and it hereby is, amended
and restated to read in its entirety as set forth on Annex A attached hereto
and incorporated herein by reference.

         THIRD:  The aforementioned amendment to the Certificate of
Incorporation was duly adopted in accordance with Section 242 of the DGCL.
Written consent of the Corporation's stockholders has been given in accordance
with the provisions of Section 228 of the DGCL.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed pursuant to Section 103(a)(2) of the DGCL by the
undersigned duly authorized officer of the Corporation as of this 22nd day of
February, 1996.

                                        CHANCELLOR RADIO BROADCASTING COMPANY



                                        By: /s/ ERIC W. NEUMANN
                                            -----------------------------------
                                            Eric W. Neumann
                                            Vice President
<PAGE>   14
                                                                         ANNEX A


         FOURTH:  The total number of shares of stock which the Corporation
shall have authority to issue is 2,001,000 shares of capital stock, classified
as (i) 2,000,000 shares of preferred stock, par value $.01 per share
("Preferred Stock"), and (ii) 1,000 shares of common stock, par value $.01 per
share ("Common Stock").

         The designations and the powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and 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 and powers, preferences, and rights, and 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 as hereafter
prescribed.

                 (b)      Authority is hereby expressly granted to and vested
in the board of directors of the Corporation 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





                                      A-1
<PAGE>   15
         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, stock 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 of the Corporation 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 of the Corporation 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 of the Corporation 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.

         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





                                      A-2
<PAGE>   16
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.

                 (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 shall be entitled to receive 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 of the
Corporation, 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 of the Corporation.  The board of directors
of the Corporation 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.





                                      A-3
<PAGE>   17

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                    CHANCELLOR RADIO BROADCASTING COMPANY


         Chancellor Radio Broadcasting Company (the "Corporation"), a 
corporation duly organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "DGCL"), DOES HEREBY CERTIFY
THAT:

         FIRST:  The name of the Corporation is Chancellor Radio Broadcasting
Company.

         SECOND: The Certificate of Incorporation was filed with the Secretary
of State of Delaware on June 13, 1994.

         THIRD:  Article FOURTH of the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation") be, and it hereby is, amended
and restated to read in its entirety as follows:

              "The total number of shares of stock which the Corporation shall
have authority to issue is 10,001,000 shares of capital stock, classified as
(I) 10,000,000 shares of preferred stock, par value $.01 per share ("Preferred
Stock"), and (II) 1,000 shares of common stock, par value $.01 per share
("Common Stock").

         FOURTH: The aforementioned amendment to the Certificate of
Incorporation was duly adopted in accordance with Section 242 of the DGCL.
Written consent of the Corporation's stockholders has been given in accordance
with the provisions of Section 228 of the DGCL.


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<PAGE>   18
         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed pursuant to Section 103(a)(2) of the DGCL by the
undersigned duly authorized officer of the Corporation as of this 21st day of
January, 1997.

                                        CHANCELLOR RADIO BROADCASTING COMPANY



                                        By: /s/ ERIC W. NEUMANN
                                            ----------------------------------
                                            Eric W. Neumann
                                            Vice President


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