CERTIFICATE OF AMENDMENT
                             
                            OF
                             
               CERTIFICATE OF INCORPORATION
                             
                             
Hungarian Broadcasting Corp., a corporation organized and existing under
and by virtue of the General Corporation law of the State of Delaware, DOES
HEREBY CERTIFY:

FIRST:    That at a meeting of the Board of Directors of Hungarian
          Broadcasting Corp., resolutions were duly adopted setting
          forth a proposed amendment of the Certificate of Incorporation
          of said corporation, declaring said amendment to be advisable
          and calling a meeting of the stockholders of said corporation
          for consideration thereof. The resolution setting forth the
          proposed amendment is as follows:

          RESOLVED, that the Certificate of Incorporation of this
          corporation be amended by changing the Article thereof
          numbered FOURTH so that, as amended said Article shall be and
          read as follows:

               FOURTH: The notal number of shares of all classes of
               stock which the corporation is authorized to issue is
               twenty million (20,000,000), consisting of five million
               (5,000,000) shares of preferred stock, par value one-tenth of 
               one cent ($.001) per share (the "Preferred Stock"), and fifteen
               million (15,000,000) shares of common stock, par value
               one-tenth of one cent ($.001) per share (the "Common Stock").

               Each issued and outstanding share of Common Stock shall
               entitle the holder of record thereof to one vote.

               The Preferred Stock may be issued in one or more series
               as may be determined from time to time by the Board of
               Directors. All shares of any one series of Preferred
               Stock will be identical except as to the date of issue
               and the dates from which dividends on shares of the
               series issued on different dates will cumulate, if
               cumulative. Authority is hereby expressly granted to the
               Board of Directors to authorize the issuance of one or
               more series of Preferred Stock, and to fix by resolution
               or resolutions providing for the issue of each such
               series the voting powers, the designations, preferences,
               and relative, participating, optional, redemption,
               conversion, exchange or other special rights,
               qualifications, limitations or restrictions of such
               series, and the number of shares in each series, to the
               full extent now or hereafter permitted by law.

               The redemption or acquiring by the Company of any shares
               of its Preferred Stock, shall not be deemed to reduce
               the authorized number of shares of Preferred Stock of
               the Company. Any shares of the Company's Preferred Stock
               redeemed, retired, purchased or otherwise acquired
               (including shares acquired by conversion) shall be
               canceled and shall assume the status of authorized but
               unissued Preferred Stock in the same manner as if the
               shares had never been issued as shares of any series of
               Preferred Stock and be undesignated as to future series.

SECOND:   That thereafter, pursuant to resolution of its Board of
          Directors, a meeting of the stockholders of said corporation
          was duly called and held, upon notice in accordance with
          Section 222 of the General Corporation Law of the State of
          Delaware at which meeting the necessary number of shares as
          required by statute were voted in favor of the amendment.

THIRD:    That said amendment was duly adopted in accordance with the
          provisions of Section 242 of the General Corporation Law of
          the State of Delaware.

FOURTH:   That the capital of said corporation shall not be reduced
          under or by reason of said amendment.

IN WITNESS WHEREOF, said Hungarian Broadcasting Corp., has caused this
certificate to be signed by Peter E. Klenner, its President, and Frank R.
Cohen, its Secretary, this 24th day of June, 1996.



                         By: /s/                       
                                   Peter E. Klenner
                                   President


                         By: /s/                       
                                   Frank R. Cohen
                                   Secretary