CERTIFICATE OF INCORPORATION
                               OF
                  ADDVANTAGE MEDIA GROUP, INC.

                            ARTICLE I

                              NAME

     The name of the Corporation is ADDvantage Media Group, Inc.

                           ARTICLE II

                   REGISTERED OFFICE AND AGENT

     The  registered office of the Corporation in  the  State  of
Oklahoma is located at Baker, Roster, McSpadden, Clark, Rasure  &
Slicker,  800  Kennedy Building, 321 South Boston Avenue,  Tulsa,
Oklahoma 74103. The Corporation's registered agent at that office
is Craig W. Hoster.

                           ARTICLE III

                             PURPOSE

     The  purpose of the Corporation is to engage in  any  lawful
act or activity for which corporations may be organized under the
General Corporation Law of Oklahoma.

                           ARTICLE IV

                         CAPITALIZATION

     The  total  number  of  shares  which  this  Corporation  is
authorized to issue is 10,000 shares, consisting of 10,000 shares
of Common Stock, par value $1.00 per share.

                            ARTICLE V

            NO CUMULATIVE VOTING OR PREEMPTIVE RIGHTS

     The  holders  of record of the Common Stock shall  have  one
vote  for  each share held of record. Cumulative voting  for  the
election of directors or otherwise is not permitted.

     No  holder of record of Common Stock shall have a preemptive
right  or  be entitled as a matter of right to subscribe  for  or
purchase  (i)  any shares of capital stock of the Corporation  of
any  class whatsoever, or (2) warrants, options or rights of  the
Corporation,  or  (3) securities convertible  into,  or  carrying
warrants, options or rights to subscribe for or purchase, capital
stock of the Corporation of any class whatsoever, whether now  or
hereafter authorized or outstanding.

<PAGE>


                           ARTICLE VI

                          INCORPORATOR

     The name and address of the incorporator is Craig W. Hoster,
800  Kennedy_ Building, 321 South Boston Avenue, Tulsa,  Oklahoma
74103.

                           ARTICLE VII

                       BOARD OF DIRECTORS

     The number of directors of the Corporation shall be fixed by
the bylaws, but shall not be less than one (1) nor more than nine
(9).

                          ARTICLE VIII

                       AMENDMENT OF BYLAWS

     The  Board  of  Directors  of the Corporation  is  expressly
authorized  and  empowered to make, alter, amend  or  repeal  the
bylaws of the Corporation or to adopt new bylaws.

                           ARTICLE IX

                 POSSIBLE CONFLICTS OF INTEREST

     No agreement or transaction involving the Corporation or any
other  corporation, partnership, association or other  entity  in
which  the Corporation owns an interest or any properties thereof
in which one or more director or officer of the Corporation has a
financial  interest  shall be void or voidable  solely  for  this
reason  or solely because such directors or officers are  present
at or participate in the contract or transaction is approved.


                            ARTICLE X

                         INDEMNIFICATION

     To the full extent not prohibited by the laws of Oklahoma as
in  effect from time to time, the Corporation shall indemnify any
person  (and  the  heirs,  executors and administrators  of  such
person)  who is or was a director, officer, employee or agent  of
the  Corporation, or who, at the request of this Corporation,  is
or was a director, officer, employee, agent, partner, or trustee,
as  the  case  may  be,  of  any other  corporation,  foreign  or
domestic,   or   of   any  partnership,  proprietorship,   trust,
association  or  other entity in which this Corporation  owns  an
interest, against any and all liabilities and reasonable expenses
incurred  by him in connection with or resulting from any  claim,
action, suit or proceeding, whether brought by or in the right of
the   Corporation  or  otherwise  and  whether  civil,  criminal,
administrative or investigative in nature, or in connection  with
an appeal relating thereto, in which he has become involved as  a
party or is threatened to be made a party or otherwise, by reason

                               -2-

<PAGE>

of  being  or  having been such a director, officer, employee  or
agent.

                           ARTICLE XI

             NO DIRECTOR LIABILITY IN CERTAIN CASES

     To  the maximum extent permitted by law, no director of  the
Corporation   shall   be  liable  to  the  Corporation   or   its
shareholders  for  monetary damages for breach of  any  fiduciary
duty  as  a  director,  provided that this  provision  shall  not
eliminate or limit the liability of a director (i) for any breach
of  the  director's  duty of loyalty to the  Corporation  or  its
shareholders,  (ii) for acts or omissions not in  good  faith  or
which  involve intentional misconduct or a knowing  violation  of
law, (iii) under Section 1053 of Title 18 of Oklahoma Statutes as
in  effect from time to time for unlawful payment of dividends or
stock  redemptions, or (iv) for any transaction  from  which  the
director derived an improper personal benefit.

                           ARTICLE XII

                       CERTAIN COMPROMISES

     Whenever  a  compromise or arrangement is  proposed  between
this  Corporation and its creditors or any class of  them  and/or
between  this  Corporation and its shareholders or any  class  of
them,  any  court of equitable jurisdiction within the  State  of
Oklahoma, on the application in a summary way of this Corporation
or  of any creditor or shareholder thereof, or on the application
of any receiver or receivers appointed for this Corporation under
the  provisions  of  Section 1106 of Title  18  of  the  Oklahoma
Statutes as in effect from time to time or on the application  of
trustees in dissolution or of any receiver or receivers appointed
for  this  Corporation under the provisions of  Section  1100  of
Title 18 of the Oklahoma Statutes as in effect from time to time,
may  order  a  meeting  of the creditors or class  of  creditors,
and/or  of  the  shareholders or class of  shareholders  of  this
Corporation, as the case may be, to be summoned in such manner as
the  court  directs. If a majority in number representing  three-
fourths (3/4ths) in value of the creditors or class of creditors,
and/or  of  the  shareholders or class of  shareholders  of  this
Corporation,  as  the  case may be, agree to  any  compromise  or
arrangement  and  to  any reorganization of this  Corporation  as
consequence of such compromise or arrangement, the compromise  or
arrangement  and the reorganization shall, if sanctioned  by  the
court  to which the application has been made, be binding on  all
the shareholders or class of shareholders of this Corporation, as
the case may be, and also on this Corporation.

                               -3-

<PAGE>

                           SIGNATURES

     For  the  purpose of forming a corporation under the General
Corporation   Law   of  Oklahoma,  the  undersigned,   the   sole
incorporator, declares and certifies that the facts stated  above
are true as of this 19th day of September, 1989.


                                   /s/ Craig W. Hoster
                                   ------------------------------
                                   Craig W. Hoster, Incorporator


                              -4-

<PAGE>

              AMENDED CERTIFICATE OF INCORPORATION
                               OF
                  ADDVANTAGE MEDIA GROUP, INC.


To The Secretary of State of the
State of Oklahoma:

     The  undersigned Oklahoma corporation, for  the  purpose  of
amending its Certificate of Incorporation, hereby certifies  that
at  a  meeting  of  the Board of Directors,  the  Directors  duly
adopted  a  resolution setting forth the following amendments  to
the  Certificate  of Incorporation of the Corporation,  declaring
the   amendments   advisable  and  calling  a  meeting   of   the
shareholders  of  the  Corporation  to  consider  the   following
amendments;

     That thereafter, pursuant to the resolution of the Board  of
Directors,  the Directors duly called and held a meeting  of  the
shareholders  of the Corporation, at which meeting the  necessary
number  of  shares  of  capital  stock  voted  in  favor  of  the
amendments; and therefore, that the Corporation has duly  adopted
the  following amendments in accordance with Section 1077 of  the
Oklahoma General Corporation Act.

                           ARTICLE IV

                         CAPITALIZATION

     A.   As filed

     The  total  number  of  shares  which  this  Corporation  is
authorized to issue is 10,000 shares, consisting of 10,000 shares
of Common Stock, par value $1.00 per share.

     B.   As amended

     The  total  number  of  shares  which  this  Corporation  is
authorized to issue is 20,000 shares, consisting of 20,000 shares
of Common Stock, par value $1.00 per share.

                           ARTICLE VII

                       BOARD OF DIRECTORS

     A.   As filed

     The number of directors of the Corporation shall be fixed by
the bylaws, but shall not be less than one (1) nor more than nine
(9).

<PAGE>

     B.   As amended

     The number of directors of the Corporation shall be such  as
from time to time shall be fixed by or in the manner provided  in
the bylaws.

     IN   WITNESS  WHEREOF,  this  Corporation  has  caused  this
Certificate  to  be signed by its President and attested  by  its
Secretary, this   13th  , day of    December   , 1990.

                                   ADDVANTAGE MEDIA GROUP, INC.,
                                   an Oklahoma corporation

                                   By  /s/ Charles H. Hood
                                       ---------------------------
                                       Charles H. Hood, President

ATTEST:

   /s/ C. Jan Tucker
-----------------------------------
C. Jan Tucker, Assistant Secretary
[SEAL]

                               -2-


                     SECOND AMENDMENT TO THE
                  CERTIFICATE OF INCORPORATION
                 OF ADDVANTAGE MEDIA GROUP, INC.


TO:  THE SECRETARY OF STATE OF OKLAHOMA
     State Capitol Building
     Oklahoma City, Oklahoma 73105


     The  undersigned Oklahoma corporation, for  the  purpose  of
amending  its Amended Certificate of Incorporation  as  filed  on
December  14,  1990, as provided by Section 1077 of the  Oklahoma
General Corporation Act, hereby states as follows:

     1.   That the name of the corporation is:

                  ADDVANTAGE MEDIA GROUP, INC.

     2.   The  date  of  filing  of its original  Certificate  of
          Incorporation   with  the  Secretary   of   State   was
          September  20,  1989,  and was  thereafter  amended  on
          December   14,  1990,  which  changed  the  number   of
          authorized shares of the Corporation.

     3.   That Article Four is hereby amended to read as follows:

          A.   Present version:

                           ARTICLE IV

                         CAPITALIZATION

               The  total number of shares which this Corporation
          is  authorized to issue is 20,000 shares, consisting of
          20,000  shares  of  Common Stock par  value  $1.00  per
          share.

          B.   As amended:

                           ARTICLE IV

                         CAPITALIZATION

               The total number of shares of all classes of stock
          which the Corporation shall have authority to issue  is
          5,000,000 shares, each of the shares having a par value
          of $0.01, all of which shares shall be Common Stock.

     4.   All  other  provisions  of the Amended  Certificate  of
          Incorporation  of the Corporation, not  amended  hereby
          shall remain in full force and effect.

                                -1-


     5.   This   Second   Amendment   to   the   Certificate   of
          Incorporation  was  set  forth  in  a  resolution  duly
          adopted  by  the Board of Directors which declares  the
          adoption  of  the Amendment to be advisable  and  which
          ordered  that  the  Amendment  be  considered  by   the
          shareholders  of  the  Corporation  entitled  to   vote
          thereon.

     Such  Second  Amendment was duly adopted in accordance  with
Section 1073 and Section 1077 of the Oklahoma General Corporation
Act  by the written consent of the shareholders of all the issued
and  outstanding  shares of capital stock of the  Corporation  in
lieu of a special meeting thereof held on February 4, 1991.

     IN  WITNESS WHEREOF, said ADDVANTAGE MEDIA GROUP,  INC.  has
caused  its  corporate seal to be affixed hereto and this  Second
Amendment  to  be  signed  by its President  and  Secretary  this
  13th   day of February, 1991.

                                   ADDVANTAGE MEDIA GROUP, INC.
ATTEST.
By  /s/ Lynnwood R. Moore, Jr.        By      /s/ Charles H. Hood
   ---------------------------------    --------------------------
   Lynnwood R. Moore, Jr., Secretary    Charles H. Hood, President


[CORPORATE SEAL]

                                -2-

<PAGE>

STATE OF OKLAHOMA   )
                    )  SS.
COUNTY OF TULSA     )

     BEFORE  ME, a Notary Public in and for said State,  on  this
    4th     day  of  February,  1991,  the  undersigned  officer,
personally  appeared Charles H. Hood and Lynnwood R. Moore,  Jr.,
known  personally  to  me  to  be the  President  and  Secretary,
respectively, of the above named corporation, and that  they,  as
such  officers, being authorized to do so, executed the foregoing
instrument  for  the purposes therein contained, by  signing  the
name of the corporation by themselves as such officers.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.


                                    /S/ Melissa Fox
                                   -------------------
                                   Notary Public
My Commission Expires:

  8-23-94
-------------
[SEAL]

                               -3-

<PAGE>

                     THIRD AMENDMENT TO THE
                  CERTIFICATE OF INCORPORATION
                 OF ADDVANTAGE MEDIA GROUP. INC.


TO:  THE SECRETARY OF STATE OF OKLAHOMA
     State Capitol Building
     Oklahoma City, Oklahoma 73105


     The  undersigned Oklahoma corporation, for  the  purpose  of
amending  its Amended Certificate of Incorporation  as  filed  on
February  14,  1991, as provided by Section 1077 of the  Oklahoma
General Corporation Act, hereby states as follows:

     1.   That the name of the corporation is:

                  ADDVANTAGE MEDIA GROUP, INC.

     2.   The  date  of  filing  of its original  Certificate  of
          Incorporation   with  the  Secretary   of   State   was
          September  20,  1989,  and was  thereafter  amended  on
          December 14, 1990, and February 14, 1991, respectively;
          both  amendments which changed the number of authorized
          shares of the Corporation.

     3.   That Article Four is hereby amended to read as follows:

          A.   Present version:

                           ARTICLE IV

                         CAPITALIZATION

               The total number of shares of all classes of stock
          which the Corporation shall have authority to issue  is
          5,000,000 shares, each of the shares having a par value
          of $0.01, all of which shares shall be Common Stock.

          B.   As amended:

                           ARTICLE IV

                         CAPITALIZATION

               The  aggregate number of shares of all classes  of
          stock  which  the Corporation shall have  authority  to
          issue is 5,500,000, of which 5,000,000 shares shall  be
          Common  Stock with a par value of $.0l per  share,  and
          500,000  shares  shall be Preferred Stock  with  a  par
          value of $1.00 per share.

                               -1-
<PAGE>

               The  designations and preferences, voting  powers,
          restrictions,    limitations    as    to     dividends,
          qualifications and terms and conditions of  redemption,
          conversion and other rights of the shares of each class
          of stock are as follows:

                         Preferred Stock

          The Preferred Stock may be issued from time to time  by
          the Board of Directors as shares of one or more series.
          The  description of shares of each series of  Preferred
          Stock, including any preferences, conversion and  other
          rights, voting powers, restrictions, limitations as  to
          dividends,  qualifications and terms and conditions  of
          redemption shall be as set forth in resolutions adopted
          by  the  Board  of  Directors and in a  Certificate  of
          Designations filed as required by law from time to time
          prior to the issuance of any shares of such series.

          The  Board of Directors is expressly authorized,  prior
          to  issuance, by adopting resolutions providing for the
          issuance  of, or providing for a change in  the  number
          of,  shares of any particular series of Preferred Stock
          and, if and to the extent from time to time required by
          law, by filing a Certificate of Designations to set  or
          change  the  number of shares to be  included  in  each
          series  of Preferred Stock and to set or change in  any
          one  or  more  respects the designations,  preferences,
          conversion    or    other   rights,   voting    powers,
          restrictions,    limitations    as    to     dividends,
          qualifications  or terms and conditions  of  redemption
          relating   to   the   shares  of  each   such   series.
          Notwithstanding the foregoing, the Board  of  Directors
          shall  not  be  authorized to change the right  of  the
          Common  Stock of the Corporation to vote one  vote  per
          share  on all matters submitted for shareholder action.
          The authority of the Board of Directors with respect to
          each  series of Preferred Stock shall include, but  not
          be limited to, setting or changing the following:

                    (a)   the  distinctive serial designation  of
               such  series and the number of shares constituting
               such series (provided that the aggregate number of
               shares constituting all series of Preferred  Stock
               shall not exceed 500,000);

                    (b)   the  annual dividend rate on shares  of
               such series, whether dividends shall be cumulative
               and, if so, from which date or dates;

                    (c)   whether the shares of such series shall
               be redeemable and, if so, the terms and conditions
               of  such  redemption, including the date or  dates
               upon   and  after  which  such  shares  shall   be
               redeemable,  and the amount per share  payable  in
               case  of  redemption, which amount may vary  under
               different  conditions and at different  redemption
               dates;

                    (d)    the   obligation,  if  any,   of   the
               Corporation  to  retire  shares  of  such   series
               pursuant to a sinking fund;

                               -2-

<PAGE>

                    (e)   whether shares of such series shall  be
               convertible into, or exchangeable for,  shares  of
               stock  of any other class or classes and,  if  so,
               the  terms  and  conditions of such conversion  or
               exchange,  including the price or  prices  or  the
               rate  or  rates of conversion or exchange and  the
               terms of adjustment, if any;

                    (f)   whether the shares of such series shall
               have  voting  rights, in addition  to  the  voting
               rights  provided by law, and, if so, the terms  of
               such voting rights;

                    (g)   the rights of the shares of such shares
               in   the   event   of  voluntary  or   involuntary
               liquidation,  dissolution  or  winding-up  of  the
               Corporation; and

                    (h)    any  other  relative  rights,  powers,
               preference,    qualifications,   limitations    or
               restrictions thereof relating to such series.

          The  shares of Preferred Stock of any one series  shall
          be  identical with each other in all respects as to the
          dates  from  and  after which dividends  thereon  shall
          cumulate, if cumulative.

                          Common Stock

          Subject to all of the rights of the Preferred Stock  as
          expressly  provided herein, by law or by the  Board  of
          Directors pursuant to this ARTICLE IV, the Common Stock
          of  the  Corporation shall possess all such rights  and
          privileges  as  are  afforded  to  capital   stock   by
          applicable law in the absence of any express  grant  of
          rights or privileges herein, including, but not limited
          to, the following rights and privileges:

                    (a)   dividends may be declared and  paid  or
               set apart for payment upon the Common Stock out of
               any  assets  or  funds of the Corporation  legally
               available for the payment of dividends;

                    (b)   the holders of Common Stock shall  have
               the  right  to vote for the election of  directors
               and  on  all  other matters requiring  shareholder
               action, each share being entitled to one vote; and

                    (c)    upon   the  voluntary  or  involuntary
               liquidation,  dissolution  or  winding-up  of  the
               Corporation,  the  net assets of  the  Corporation
               shall  be  distributed pro rata to the holders  of
               the   Common   Stock  in  accordance  with   their
               respective rights and interests.

     4.   All  other  provisions  of the Amended  Certificate  of
          Incorporation  of the Corporation, not  amended  hereby
          shall remain in full force and effect.

                               -3-

<PAGE>

     5.   This   Third   Amendment   to   the   Certificate    of
          Incorporation  was  set  forth  in  a  resolution  duly
          adopted  by  the Board of Directors which declares  the
          adoption  of  the Amendment to be advisable  and  which
          ordered  that  the  Amendment  be  considered  by   the
          shareholders  of  the  Corporation  entitled  to   vote
          thereon.

     Such  Third  Amendment was duly adopted in  accordance  with
Section 1073 and Section 1077 of the Oklahoma General Corporation
Act by the written consent of the shareholders of the majority of
the  issued  and  outstanding shares  of  capital  stock  of  the
Corporation  in  lieu of a special meeting thereof  on  June  19,
1991.

     IN  WITNESS WHEREOF, said ADDVANTAGE MEDIA GROUP,  INC.  has
caused  its  corporate seal to be affixed hereto and  this  Third
Amendment  to  be  signed  by its President  and  Secretary  this
  20th   day of June, 1991.

                                   ADDVANTAGE MEDIA GROUP, INC.
ATTEST:

By   /S/ Lynnwood R. Moore, Jr.      By   /S/ Charles H. Hood
---------------------------------    ----------------------------
Lynnwood R. Moore, Jr., Secretary    Charles H. Hood, President


                               -4-

<PAGE>


[CORPORATE SEAL]
STATE OF OKLAHOMA   )
                    )  SS.
COUNTY OF TULSA     )

     BEFORE  ME, a Notary Public in and for said State,  on  this
   20th    day of June, 1991, the undersigned officer, personally
appeared  Charles  H.  Hood and Lynnwood  R.  Moore,  Jr.,  known
personally to me to be the President and Secretary, respectively,
of  the above named corporation, and that they, as such officers,
being authorized to do so, executed the foregoing instrument  for
the  purposes  therein  contained, by signing  the  name  of  the
corporation by themselves as such officers.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.


                                     /S/ Melissa Fox
                                     -----------------
                                     Notary Public
My Commission Expires:

  8-23-94
[SEAL]

                               -5-

<PAGE>

             CERTIFICATE OF FOURTH AMENDMENT TO THE
                  CERTIFICATE OF INCORPORATION
                 OF ADDVANTAGE MEDIA GROUP. INC.

TO:  THE SECRETARY OF STATE OF OKLAHOMA
     State Capitol Building
     Oklahoma City, Oklahoma 73105

     The  undersigned Oklahoma corporation, for  the  purpose  of
amending  its Amended Certificate of Incorporation  as  filed  on
June  20,  1991,  as  provided by Section 1077  of  the  Oklahoma
General Corporation Act, hereby certifies:

     1.   That the name of the corporation is:

                  ADDVANTAGE MEDIA GROUP, INC.

     2.   The  date  of  filing  of its original  Certificate  of
          Incorporation   with  the  Secretary   of   State   was
          September  20,  1989,  and was  thereafter  amended  on
          December  14,  1990, February 14, 1991,  and  June  20,
          1991, respectively, all of which amendments changed the
          number of authorized shares of the Corporation.

     3.   That  Article IV is hereby amended to provide that  the
          aggregate  number  of  authorized shares,  itemized  by
          class and par value of shares is:

            Number of Shares            Par Value Per Share
                 Common       10,000,000       $0.01
               Preferred      1,000,000        $1.00

     4.   All  other provisions of Article IV and the rest of the
          Amended Certificate of Incorporation of the Corporation
          not  amended hereby shall remain unchanged and in  full
          force and effect.

     That  at  a  meeting of the Board of Directors, a resolution
was  only  adopted setting forth the foregoing proposed amendment
to   the   Certificate  of  Incorporation  of  said  corporation,
declaring said amendment to be advisable and calling a meeting of
the shareholders of said corporation for consideration thereof.

     That thereafter, pursuant to said resolution of its Board of
Directors, a meeting of the shareholders of said corporation  was
duly  called  and  held on June 25, 1992, at  which  meeting  the
necessary number of shares as required by statute were  voted  in
favor of the amendment.

     SUCH  AMENDMENT WAS DULY ADOPTED IN ACCORDANCE WITH 18  O.S.
 1077.

<PAGE>

     IN  WITNESS WHEREOF, said ADDVANTAGE MEDIA GROUP,  INC.  has
caused  its  corporate seal to be affixed hereto and this  Fourth
Amendment  to  be  signed  by its President  and  Secretary  this
  30th   day of June, 1992.

                                   ADDVANTAGE MEDIA GROUP, INC.
ATTEST:

By     /S/ Lynnwood R. Moore, Jr.      By   /S/ Gary W. Young
----------------------------------     --------------------------
Lynnwood R. Moore, Jr., Secretary      Gary W. Young,
                                       Executive V President -
                                       Finance and Administration

                               -2-

<PAGE>

[CORPORATE SEAL]
STATE OF OKLAHOMA   )
                    )  SS.
COUNTY OF TULSA     )

     BEFORE  ME, a Notary Public in and for said State,  on  this
   30th    day of June, 1992, the undersigned officer, personally
appeared  Charles  H.  Hood and Lynnwood  R.  Moore,  Jr.,  known
personally to me to be the President and Secretary, respectively,
of  the above named corporation, and that they, as such officers,
being authorized to do so, executed the foregoing instrument  for
the  purposes  therein  contained, by signing  the  name  of  the
corporation by themselves as such officers.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.


                                     /S/ Melissa Fox
                                     ----------------
                                     Notary Public
My Commission Expires:

August 23, 1994
----------------
[SEAL]

                               -3-

<PAGE>

                 CERTIFICATE OF FIFTH AMENDMENT
               TO THE CERTIFICATE OF INCORPORATION
                 OF ADDVANTAGE MEDIA GROUP, INC.

     ADDvantage  Media Group, Inc., an Oklahoma corporation  (the
"Corporation"),  for the purpose of amending the  Certificate  of
Incorporation of the Corporation, hereby certifies that:

     1.    The name of the Corporation is ADDvantage Media Group,
Inc.

     2.   The Corporation's original Certificate of Incorporation
was filed with the Secretary of State of the State of Oklahoma on
September   20,   1989.   The   Corporation's   Certificate    of
Incorporation   was  thereafter  amended  on  December   14,1990,
February 14,1991, June 20,1991 and July 8, 1992.

     3.    Article IV of the Certificate of Incorporation of  the
Corporation is hereby amended to include the following text after
the last paragraph thereof.

               Reverse Stock Split of Common Stock

          Effective  as of the close of business on the  date  of
          filing  this  Certificate of  Fifth  Amendment  to  the
          Certificate  of  Incorporation (the "Effective  Time"),
          the filing of this Certificate of Fifth Amendment shall
          effect  a  reverse  stock  split  (the  "Reverse  Stock
          Split")  pursuant  to which each  four  (4)  shares  of
          issued and outstanding Common Stock, par value $.01 per
          share,  of the Corporation shall be combined  into  one
          (1)  validly issued, fully paid and nonassessable share
          of  Common  Stock,  par value $.0l per  share,  of  the
          Corporation.  The number of authorized shares  and  the
          par value of the Common Stock shall not be affected  by
          the  Reverse  Stock Split. Each stock certificate  that
          prior  to  the  Effective Time  represented  shares  of
          Common  Stock  shall,  following  the  Effective  Time,
          represent the number of shares into which the shares of
          Common  Stock represented by such certificate shall  be
          combined.  The  Corporation shall not issue  fractional
          shares or scrip as a result of the Reverse Stock Split,
          but shall (i) round up to the nearest whole share those
          share  holdings which as a consequence of  the  Reverse
          Stock Split would result in fractional positions of  .5
          shares or more and (ii) round down to the nearest whole
          share  those  share holdings which as a consequence  of
          the  Reverse  Stock  Split would result  in  fractional
          positions of less than .5 shares.

     4.    All  other  remaining provisions of the  Corporation's
Certificate  of  Incorporation not amended  hereby  shall  remain
unchanged and in full force and effect.

     5.    The Amendment to the Certificate of Incorporation will
become  effective  at  the later of the date  of  its  filing  in
accordance   with  the  Oklahoma  General  Corporation   Act   or
5:00 p.m., C.D.T., on October 8, 1998.

<PAGE>

     The  Amendment to the Certificate of Incorporation  was  set
forth in resolutions duly adopted by the Board of Directors which
declared the adoption of the Amendment to be advisable and  which
ordered that a special meeting of the stockholders be called  for
consideration  of  the  Amendment  by  the  stockholders  of  the
Corporation.

     Such   Amendment   was  duly  adopted  in  accordance   with
Section  1077  of  the Oklahoma General Corporation  Act  by  the
affirmative vote of the holders of the necessary number of shares
of  capital  stock of the Corporation required by  statute  at  a
Special Meeting of the stockholders held on October 7, 1998.

     THE UNDERSIGNED, being the President of the Corporation, for
the  purpose of amending the Certificate of Incorporation of  the
Corporation,  does  make this amendment  to  the  Certificate  of
Incorporation of the Corporation, hereby declaring and certifying
that  this  is  my act and deed and the facts herein  stated  are
true,  and accordingly, have hereunto set my hand as of this  7th
day of October, 1998.

                                   ADDVANTAGE MEDIA GROUP, INC.

                                   By:   /S/ Charles H. Hood
                                   ---------------------------
                                   Name:     Charles H. Hood
                                   Title:          President

ATTEST:

          /S/ Lynnwood R. Moore, Jr.
------------------------------------
Name:     Lynnwood R, Moore, Jr.
Title:    Secretary

                               -2-

<PAGE>

                 CERTIFICATE OF SIXTH AMENDMENT
                             TO THE
                 CERTIFICATE OF INCORPORATION OF
                  ADDVANTAGE MEDIA GROUP, INC.


TO:  THE SECRETARY OF STATE OF OKLAHOMA
     State Capitol Building
     Oklahoma City, Oklahoma 73105


     The  undersigned Oklahoma corporation, for  the  purpose  of
amending its Certificate of Incorporation as originally filed  on
September  20, 1989, as provided by Section 1077 of the  Oklahoma
General Corporation Act, hereby states as follows:

     1.   The name of the corporation is: ADDvantage Media Group,
Inc.

     2.     The  date  of  filing  its  original  Certificate  of
Incorporation  with  the  Secretary  of  State  of  Oklahoma  was
September  20,  1989.  Said  Certificate  of  Incorporation   was
thereafter  amended  on  December 14, 1990,  February  14,  1991,
June  20, 1991, July 8, 1992, September 14, 1992, and October  8,
1998.

     3.   Article I is hereby amended to read as follows:

                           "ARTICLE I

                              NAME

     The  name  of  the  Corporation is  ADDvantage  Technologies
Group, Inc."

     4.    All  other  provisions of the Amended  Certificate  of
Incorporation of the Corporation not amended hereby shall  remain
in full force and effect.

     5.     This   Sixth   Amendment  to   the   Certificate   of
Incorporation was set forth in a resolution duly adopted  by  the
Board  of Directors, which declared the adoption of the Amendment
to   be  advisable  and  which  ordered  that  the  Amendment  be
considered  by  the shareholders of the Corporation  entitled  to
vote thereon.

     Such  Sixth  Amendment was duly adopted in  accordance  with
Sections 1073 and 1077 of the Oklahoma General Corporation Act by
the  written consent of the holders of a majority of  the  issued
and outstanding shares of voting stock of the Corporation in lieu
of a special meeting thereof, on November 10, 1999.

     6.    Such Sixth Amendment shall not become effective  until
December 30, 1999.

<PAGE>

     IN  WITNESS WHEREOF, said ADDvantage Media Group,  Inc.  has
caused  its  corporate seal to be affixed hereto and  this  Sixth
Amendment  to be signed by its President and Secretary  this  8th
day of December, 1999.

                                   ADDVANTAGE MEDIA GROUP, INC.
ATTEST:

By  /S/ Lynnwood R. Moore, Jr.        By   /S/  Kenneth A. Chymiak
---------------------------------     ----------------------------
Lynnwood R. Moore, Jr., Secretary     Kenneth  A.  Chymiak,
                                      President

                               -2-
<PAGE>

                    CERTIFICATE OF AMENDMENT
                             TO THE
                 CERTIFICATE OF INCORPORATION OF
               ADDVANTAGE TECHNOLOGIES GROUP, INC.


TO:  THE SECRETARY OF STATE OF OKLAHOMA
     State Capitol Building
     Oklahoma City, Oklahoma 73105

     The  undersigned Oklahoma corporation, for  the  purpose  of
amending its Certificate of Incorporation as originally filed  on
September  20, 1989, as provided by Section 1077 of the  Oklahoma
General Corporation Act, hereby states as follows:

     1.   The name of the corporation is: ADDvantage Technologies
Group, Inc.

     2.     The  date  of  filing  its  original  Certificate  of
Incorporation  with  the  Secretary  of  State  of  Oklahoma  was
September  20,  1989.  Said  Certificate  of  Incorporation   was
thereafter  amended  on  December 14, 1990,  February  14,  1991,
June 20, 1991, July 8, 1992, September 14, 1992, October 8, 1998,
September 30, 1999, November 22, 1999, and December 9, 1999.

     3.    The first sentence of Article IV is hereby amended  to
read as follows:

          "The aggregate number of shares of all classes  of
     stock  which  the Corporation shall have  authority  to
     issue  is 35,000,000, of which 30,000,000 shares  shall
     be Common Stock with a par value of $0.01 per share and
     5,000,000  shares shall be Preferred Stock with  a  par
     value of $1.00 per share."

     4.    All  other  provisions of the Amended  Certificate  of
Incorporation of the Corporation not amended hereby shall  remain
in full force and effect.

     5.     This   Amendment  to  the  Amended   Certificate   of
Incorporation was set forth in a resolution duly adopted  by  the
Board  of Directors, which declared the adoption of the Amendment
to   be  advisable  and  which  ordered  that  the  Amendment  be
considered  by  the shareholders of the Corporation  entitled  to
vote thereon.

     Thereafter, at the Annual Meeting of the shareholders of the
Corporation duly called and held on March 2, 2000, the  necessary
number  of shares as required by statute were voted in  favor  of
the Amendment.

     Thus,   this   Amendment  to  the  Amended  Certificate   of
Incorporation  was duly adopted in accordance with Sections  1067
and 1077 of the Oklahoma General Corporation Act.

<PAGE>

     IN WITNESS WHEREOF, said ADDvantage Technologies Group, Inc.
has  caused  its  corporate seal to be affixed  hereto  and  this
Amendment  to  be  signed  by its President  and  Secretary  this
  2nd   day of March, 2000.

                              ADDVANTAGE TECHNOLOGIES GROUP, INC.
ATTEST:

By   s\ Lynnwood R. Moore, Jr.          By /S/ Kenneth A. Chymiak
------------------------------------    -------------------------
Lynnwood  R.  Moore,  Jr., Secretary    Kenneth  A.  Chymiak,
                                        President