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                                                                    EXHIBIT 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          CAPSTAR COMMUNICATIONS, INC.


         CAPSTAR COMMUNICATIONS, INC., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

         1. This Amended and Restated Certificate of Incorporation amends and
restates the Corporation's original Certificate of Incorporation filed with the
Secretary of State on February 26, 1993 in the name of Capstar Media, Inc., and
thereafter amended.

         2. This Amended and Restated Certificate of Incorporation was duly
adopted by the stockholders in accordance with the provisions of Sections 228,
242 and 245 of the General Corporation Law of the State of Delaware.

         3. The text of the Certificate of Incorporation is hereby restated and
amended to read as herein set forth in full:

                                    ARTICLE 1

                                      NAME

         The name of the Corporation is Capstar Communications, Inc. (the
"Corporation").

                                    ARTICLE 2

                                REGISTERED OFFICE

         The address of the registered office of the Corporation in the State of
Delaware is 32 Loockerman Square, Suite L-100, Dover, County of Kent, Delaware
19904, and the name of the registered agent at such address is The Prentice-Hall
Corporation System, Inc.

                                    ARTICLE 3

                                    PURPOSES

         The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware, and by such
statement all lawful acts and activities shall be within the purposes of the
Corporation, except for express limitations, if any. The Corporation shall
possess and exercise all the powers and privileges granted by the General
Corporation Law of the State of Delaware, by any other law or by this Amended
and Restated Certificate of Incorporation, together


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with any powers incidental thereto as far as such powers and privileges are
necessary or convenient to the conduct, promotion, or attainment of the purposes
of the Corporation.

                                    ARTICLE 4

                                CAPITAL STRUCTURE

         The total number of shares of stock which the Corporation shall have
authority to issue is 10,210,000 shares, consisting of the following:

              (a) 200,000 shares of Class A Common Stock, par value $.01 per
share (the "Class A Shares"); and

              (b) 10,010,000 shares of Preferred Stock, par value $.01 per share
(the "Preferred Shares").

         The designations, preferences, powers, qualifications, and special or
relative rights, or privileges of the capital stock of the Corporation shall be
as set forth in Article 5 and Article 6 below. In addition to the designations,
preferences, powers, qualifications and special or relative rights, or
privileges in Article 5 and Article 6 below, the Corporation has authorized and
outstanding its 12 5/8% Series E Cumulative Exchangeable Preferred Stock due
October 31, 2006 whose Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions Thereof, as amended, is attached
hereto as Exhibit A.

                                    ARTICLE 5

                                  COMMON SHARES

         Except as herein otherwise expressly provided in this Amended and
Restated Certificate of Incorporation, all Class A Shares shall be identical and
shall entitle the holders thereof to the same rights and privileges.

                                    ARTICLE 6

                                PREFERRED SHARES

         The Preferred Shares may be issued from time to time in one or more
series as may be determined by the Board of Directors. Subject to the provisions
of this Amended and Restated Certificate of Incorporation and this Article 6,
the Board of Directors is authorized to determine or alter the rights,
preferences, privileges, and restrictions granted to or imposed upon any wholly
unissued series of Preferred Shares and, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any such additional series, to increase
or decrease (but not below the number of shares of such series then outstanding)
the number of shares of any such additional series subsequent to the issue of
shares of


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that series. Authorized and unissued Preferred Shares may be issued with such
designations, voting powers, preferences, and relative, participating, optional
or other special rights, and qualifications, limitations and restrictions on
such rights, as the Board of Directors may authorize by resolutions duly adopted
prior to the issuance of any shares of a series of Preferred Shares. The number
of authorized Preferred Shares 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 combined voting power of the outstanding Class A
Common Shares, without a vote of the holders of the Preferred Shares, or of any
series thereof, unless a vote of any such holders is required pursuant to the
certificate or certificates establishing the series of Preferred Shares. Any and
all Preferred Shares issued and for which full consideration has been paid or
delivered shall be deemed fully paid stock, and the holder thereof shall not be
liable for any further payment thereon.

                                    ARTICLE 7

                      LIMITATION OF LIABILITY OF DIRECTORS

         No director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, that nothing contained in this Article 7
shall eliminate or limit the liability of a director (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 a
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.

         If the General Corporation Law of the State of Delaware is hereafter
amended to authorize the further elimination or limitation of the liability of a
director, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as so amended.

         This Article 7 may not be amended or modified to increase the liability
of a director, or repealed, except upon the affirmative vote of the holders of
at least 75% of the combined voting power of the outstanding Class A Common
Shares. No such amendment, modification, or repeal shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment, modification, or repeal.


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                                    ARTICLE 8

                          PARTICIPATION OF NON-CITIZENS

         The following provisions are included for the purpose of ensuring that
control and management of the Corporation remains with 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") any shares of capital stock of the Corporation if such
issuance would result in the total number of shares of such capital stock held
or voted by Aliens exceeding 25% of (A) the total number of all shares of such
capital stock outstanding at any time and from time to time or (B) the total
voting power of all shares of such capital stock outstanding and entitled to
vote at any time and from time to 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 or voted by Aliens
exceeding such 25% limits.

              (b) No Alien or Aliens, individually or collectively, shall be
entitled to vote or direct or control the vote of more than 25% of (i) the total
number of all shares of capital stock of the Corporation outstanding 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 may be Aliens.

              (d) The Board of Directors shall have all powers necessary to
implement the provisions of this Article 8 and to ensure compliance with the
alien ownership restrictions (the "Alien Ownership Restrictions") of the
Communications Act of 1934, as amended, and the rules and regulations
promulgated thereunder, as the same may be amended from time to time
(collectively, the "Communications Act"), including, without limitation, the
power to prohibit the transfer of any shares of capital stock of the Corporation
to any Alien and to take or cause to be taken such action as it deems
appropriate to implement such prohibition.

              (e) Without limiting the generality of the foregoing and
notwithstanding any other provision of this Amended and Restated Certificate of
Incorporation to the contrary, any shares of capital stock of the Corporation
determined by the Board of Directors to be owned beneficially by an Alien or
Aliens shall always be subject to redemption by the Corporation by action of the
Board of Directors, pursuant to Section 151 of the General Corporation Law of
the State of Delaware, or any other applicable provision of law, to the extent
necessary in the judgment of the Board of


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Directors to comply with the Alien Ownership Restrictions. The terms and
conditions of such redemption shall be as follows:

              (i)     the redemption price of the shares to be redeemed pursuant
         to this Article 8 shall be equal to the lower of (A) the fair market
         value of the shares to be redeemed, as determined by the Board of
         Directors in good faith, and (B) such Alien's purchase price for such
         shares;

              (ii)    the redemption price of such shares may be paid in cash,
         securities or any combination thereof;

              (iii)   if less than all the shares held by Aliens are to be 
         redeemed, the shares to be redeemed shall be selected in any manner
         determined by the Board of Directors to be fair and equitable;

              (iv)    at least 10 days' written notice of the redemption date 
         shall be given to the record holders of the shares selected to be
         redeemed (unless waived in writing by any such holder), provided that
         the redemption date may be the date on which written notice shall be
         given to record holders if the cash or securities necessary to effect
         the redemption shall have been deposited in trust for the benefit of
         such record holders and subject to immediate withdrawal by them upon
         surrender of the stock certificates for their shares to be redeemed;

              (v)     from and after the redemption date, the shares to be 
         redeemed shall cease to be regarded as outstanding and any and all
         rights of the holders in respect of the shares to be redeemed or
         attaching to such shares of whatever nature (including without
         limitation any rights to vote or participate in dividends declared on
         stock of the same class or series as such shares) shall cease and
         terminate, and the holders thereof thenceforth shall be entitled only
         to receive the cash or securities payable upon redemption; and

              (vi)    such other terms and conditions as the Board of Directors
         shall determine.

For purposes of this Article 8, the determination of beneficial ownership of
shares of capital stock of the Corporation shall be made pursuant to Rule 13d-3,
17 C.F.R. Section 240.13d-3, as amended from time to time, promulgated under the
Securities Exchange Act of 1934, as amended.

                                    ARTICLE 9

                          MANAGEMENT OF THE CORPORATION

         The following provisions relate to the management of the business and
the conduct of the affairs of the Corporation and are inserted for the purpose
of creating, defining, limiting, and regulating the powers of the Corporation
and its directors and stockholders:


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         (a) The business and affairs of the Corporation shall be managed by and
under the direction of the Board of Directors.

         (b) The number of directors which shall constitute the whole Board of
Directors shall be fixed in accordance with the Bylaws.

         (c) The Board of Directors shall have the power to make, alter, amend,
or repeal the Bylaws of the Corporation, except to the extent that the Bylaws
otherwise provide.

         (d) All corporate powers and authority of the Corporation (except as at
the time otherwise provided by statute, by this Amended and Restated Certificate
of Incorporation, or by the Bylaws) shall be vested in and exercised by the
Board of Directors.

         (e) The stockholders and directors shall have the power, if the Bylaws
so provide, to hold their respective meetings within or without the State of
Delaware and may (except as otherwise required by statute) keep the
Corporation's books outside the State of Delaware, at such places as from time
to time may be designated by the Bylaws or the Board of Directors.

                                   ARTICLE 10

                                   AMENDMENTS

         The Corporation reserves the right to amend or repeal any provisions
contained in this Amended and Restated Certificate of Incorporation at any time
in the manner now or hereafter prescribed in this Amended and Restated
Certificate of Incorporation and by the laws of the State of Delaware, and all
rights herein conferred upon stockholders are granted subject to such
reservation.

                                   ARTICLE 11

                              REGULATORY COMPLIANCE

         The Corporation shall not have the power or be authorized to do, nor
shall it have the power or be authorized to cause any act to be done, that would
cause it to be in violation of the Communications Act.


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         IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed on this _______ day of March,
1999.

                                        CAPSTAR COMMUNICATIONS, INC.



                                        By:
                                           ------------------------------------
                                        Name: 
                                             ----------------------------------
                                        Title: 
                                              ---------------------------------


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                                    EXHIBIT A

                            CERTIFICATE OF AMENDMENT
                                       OF
         CERTIFICATE OF DESIGNATIONS, PREFERENCES, AND RELATIVE RIGHTS,
                  QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS
                                     OF THE
             12 5/8% SERIES E CUMULATIVE EXCHANGEABLE PREFERRED STOCK
                              DUE OCTOBER 31, 2006
                                       OF
                          CAPSTAR COMMUNICATIONS, INC.


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