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                                                                     Exhibit 3.1

                                STATE OF DELAWARE
                               SECRETARY OF STATE
                            DIVISION OF CORPORATIONS
                            FILED 09:00 AM 11/O9/1994
                               944214973 - 2084106



                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             YOUNG BROADCASTING INC.

      It is hereby certified that:

            1. The present name of the corporation (hereinafter called the
"Corporation") is Young Broadcasting Inc., which is the name under which the
Corporation was originally incorporated; and the date of filing the original
certificate of incorporation of the Corporation with the Secretary of State of
the State of Delaware is February 24, 1986.

            2. The Restated Certificate of Incorporation of the Corporation is
hereby amended by:

                  (a) redesignating Class A Common Stock as Class B Common Stock
      and redesignating Class B Common Stock as Class C Common Stock;

                  (b) changing the par value of the redesignated Class B Common
      Stock and the redesignated Class C Common Stock each from $.01 per share
      to $.001 per share;

                  (c) deleting Article 4 in its entirety and substituting in
      lieu thereof new Article 4;

                  (d) adding new Articles 5 and 6;

                  (e) redesignating Articles 5 through 9 as Articles 7 through
      11; and

                  (f) deleting redesignated Article 8(a) and substituting in
      lieu thereof new Article 8(a),

in each case as set forth in the Restated Certificate of Incorporation
hereinafter provided for.

            3. The provisions of the Certificate of Incorporation of the
Corporation as heretofore amended and/or supplemented, and as herein amended,
are hereby restated and integrated into the single instrument which is
hereinafter set forth, and which is entitled Restated Certificate of
Incorporation of Young Broadcasting Inc. without any further amendments other
than the amendments herein certified and without any discrepancy between the
provisions of the previous Restated Certificate of Incorporation, as heretofore
amended and supplemented, and the provisions of the said single instrument
hereinafter set forth other than the amendments herein certified.


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            4. The amendments and the restatement of the Certificate of
Incorporation herein certified have been 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.

            5. The effective time of the Restated Certificate of Incorporation
and of the amendments herein certified shall be November 14, 1994.

            6. The Restated Certificate of Incorporation of the Corporation, as
amended and restated herein, shall at the effective time of this Restated
Certificate of Incorporation read as follows:

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                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             YOUNG BROADCASTING INC.


            1. The name of the Corporation is Young Broadcasting Inc.

            2. The address of its registered office in the State of Delaware is
9 East Loockerman Street, Dover, DE, County of Kent. The name of its registered
agent at such address is National Corporate Research, Ltd.

            3. 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 Delaware.

            4. (a) The total number of shares of stock which the Corporation
shall have authority to issue is sixty million one hundred thirty-three thousand
three hundred fifty-one (60,133,351) shares, of which sixty million (60,000,000)
shall be shares of Common Stock, $.001 par value, and one hundred thirty-three
thousand three hundred fifty-one (133,351) shall be shares of Preferred Stock,
$.01 par value.

                  (b) The rights, preferences, privileges and restrictions
granted to and imposed upon the Common Stock are as follows:

                        (i) Designation. Except as set forth herein, twenty
million (20,000,000) shares of the Common Stock shall be designated "Class A
Common Stock" (hereinafter called "Class A Common"); twenty million (20,000,000)
shares of the Common Stock shall be designated "Class B Common Stock"
(hereinafter called "Class B Common") and twenty million (20,000,000) shares of
the Common Stock shall be designated "Class C Common Stock" (hereinafter called
"Class C Common"). Notwithstanding the foregoing, if at any time the total
number of shares of Common Stock held by members of the Management Group (as
defined) is, in the aggregate, less than ten percent (10%) of the total number
of shares of Common Stock then outstanding, then all authorized shares of Class
B Common (including without limitation all shares of such class then
outstanding) shall be reclassified as Class A Common and shall have all the
rights, preferences, privileges and restrictions herein granted to the Class A
Common. Each share of Common Stock shall be identical in all respects with each
other share of Common Stock, except as otherwise provided herein.

                                        3

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                        (ii) Voting Rights.

                              (A) Class A Common. Except as set forth herein or
as otherwise required by law, each outstanding share of Class A Common shall be
entitled to vote on each matter on which the stockholders of the Corporation
shall be entitled to vote, including, but not limited to, those items set forth
in paragraph (B)(1) through (4) below, and each holder of Class A Common shall
be entitled to one (1) vote for each share of such stock held by such holder.

                              (B) Class B Common. Except as set forth herein or
as otherwise required by law, each outstanding share of Class B Common shall be
entitled to vote on each matter on which the stockholders of the Corporation
shall be entitled to vote, and each holder of Class B Common shall be entitled
to ten (10) votes for each share of such stock held by such holder.
Notwithstanding the foregoing, each holder of Class B Common shall be entitled
to one (1) vote for each share of such stock held by such holder on each of the
following matters: (1) any Going Private Transaction (as defined); (2) any sale,
lease, or exchange of all or substantially all of the assets of the Corporation,
whether in one transaction or a series of related transactions, other than to a
Person or Persons in which the holders of Common Stock of the Corporation
immediately prior to the consummation of such sale, lease or exchange hold,
directly or indirectly, at least 50% of the Common Stock (or equivalent voting
securities) of such Person or Persons immediately after such consummation; (3)
any sale or transfer, whether in one transaction or a series of related
transactions, which would cause a fundamental change in the nature of the
Corporation as a holder of multiple broadcast properties and the licenses
relating thereto; or (4) any merger or consolidation of the Corporation, other
than a merger or consolidation following the consummation of which the holders
of Common Stock of the Corporation immediately prior to such merger or
consolidation hold, directly or indirectly, at least 50% of the Common Stock (or
equivalent voting securities) of the Person formed by such merger or
consolidation immediately after such consummation. For purposes of this
subparagraph (b)(ii)(B), a fundamental change would occur if the Corporation
were to own less than two broadcast television stations.

                              (C) Class C Common. Except as otherwise required
by law, each outstanding share of Class C Common shall not be entitled to vote
on any matter on which the stockholders of the Corporation shall be entitled to
vote and shares of Class C Common shall not be included in determining the
number of shares voting or entitled to vote on any such matter; provided that,
notwithstanding the foregoing, holders of shares of Class C Common shall be
entitled to vote as a separate class on any amendment to this subparagraph (ii)
(C) and on any amendment, repeal or modification of any provision of this
Restated Certificate of Incorporation that

                                        4


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adversely affects the powers, preferences or special rights of holders of Class
C Common, including without limitation, subject to subparagraph (D) below, any
change that adversely affects the powers, preferences or special rights of the
Class A Common.

                              (D) Class Voting. On any matter on which the
holders of shares of Class A Common, the holders of shares of Class B Common and
the holders of Class C Common are entitled to vote, except as otherwise required
by law, all classes of Common Stock entitled to vote shall vote together as a
single class.

                        (iii) Dividends. The Board of Directors of the
Corporation may cause dividends to be paid to holders of shares of Common Stock
out of funds legally available for the payment of dividends. Any dividend or
distribution on the Common Stock shall be payable on shares of Class A Common,
Class B Common and Class C Common share and share alike; provided that in the
case of dividends payable in shares of Common Stock of the Corporation, or
options, warrants or rights to acquire shares of such Common Stock or securities
convertible into or exchangeable for shares of such Common Stock, the shares,
options, warrants, rights or securities so payable shall be payable in shares
of, or options, warrants or rights to acquire or securities convertible into or
exchangeable for, Common Stock of the same class upon which the dividend or
distribution is being paid.

                        (iv) Liquidation Rights. In the event of any
dissolution, liquidation or winding up of the affairs of the Corporation,
whether voluntary or involuntary, after payment or provision for payment of the
debts and other liabilities of the Corporation, and subject to the liquidation
preference set forth in Section 4(c)(iv), the remaining assets and funds of the
Corporation, if any, shall be divided among and paid ratably to the holders of
Class A Common, the holders of Class B Common and the holders of Class C Common
share and share alike. A merger or consolidation of the Corporation with or into
any other corporation or a sale or conveyance of all or any part of the assets
of the Corporation (which shall not in fact result in the liquidation of the
Corporation and the distribution of assets to stockholders) shall not be deemed
to be a voluntary or involuntary liquidation or dissolution or winding up of the
Corporation within the meaning of this subparagraph (iv).

                        (v) Preemptive Rights. No holder of Common Stock of the
Corporation of any class shall be entitled as of right to subscribe for or
receive any part of the authorized stock of the Corporation or any part of any
new, additional or increased issue of stock of any class or of any obligations
convertible into any class or classes of stock, but the Board of Directors may,
without offering any such shares of stock or obligations convertible into stock
to stockholders of any class, issue and sell or dispose of the same to such
persons and for such considerations permitted by

                                        5



<PAGE>


law as it may from time to time in its absolute discretion determine.

                        (vi) Conversion.

                              (A) Conversion of Class A Common. Subject to the
provisions of this subparagraph (vi), any holder of shares of Class A Common
shall be entitled to convert, at any time and from time to time, any or all of
the shares of Class A Common held by such stockholder into the same number of
shares of Class C Common.

                              (B) Conversion of Class B Common. Shares of Class
B Common from time to time outstanding shall be held of record by members of the
Management Group, and by no other Person or Persons. Subject to the provisions
of this subparagraph (vi), in the event of the transfer of shares of Class B
Common to any Person, other than a member of the Management Group, said shares
shall be deemed automatically to convert, effective as of the date of transfer
thereof, into the same number of shares of Class A Common.

                              (C) Conversion of Class C Common. Subject to the
provisions of this subparagraph (vi), each holder of Class C Common shall be
entitled to convert, at any time and from time to time, any or all of the shares
of Class C Common held by such stockholder into the same number of shares of
Class A Common; provided, however, that no holder of shares of Class C Common
shall be entitled to convert any such shares to the extent that, as a result of
such conversion, such holder and its Affiliates (as defined), directly or
indirectly, would own, control or have the power to vote a greater number of
shares of Common Stock or other securities of any kind issued by the Corporation
than such holder and its Affiliates shall be permitted to own, control or have
power to vote under any law, regulation, rule or other requirement of any
governmental authority at the time applicable either to such holder or its
Affiliates or to the Corporation.

                            (D) Conversion Procedure.

                                (1) Each conversion of shares of Class A Common
into shares of Class B Common or Class C Common and each conversion of
shares of Class C Common into shares of Class A Common shall be effected by the
surrender of the certificate or certificates representing the shares to be
converted (hereinafter called the "Converting Shares") at the principal office
of the Corporation (or such other office or agency of the Corporation as the
Corporation may designate by written notice to the holders of Common Stock) at
any time during its usual business hours, together with written notice by the
holder of such Converting Shares, stating that such holder desires to convert
the Converting Shares, or a stated number of the shares represented by such
certificate or

                                        6



<PAGE>


certificates, into an equal number of shares of the class into which such
shares may be converted (hereinafter called the "Converted Shares"). Such notice
shall also state the name or names (with addresses) and denominations in which
the certificate or certificates for Converted Shares are to be issued and shall
include instructions for the delivery thereof. The Corporation shall promptly
notify each holder of shares of Class C Common of its receipt of such notice.
Promptly after such surrender and the receipt of such written notice, the
Corporation will issue and deliver in accordance with the surrendering holder's
instructions the certificate or certificates evidencing the Converted Shares
issuable upon such conversion, and the Corporation will deliver to the
converting holder a certificate (which shall contain such legends as were set
forth on the surrendered certificate or certificates) representing any shares
which were represented by the certificate or certificates that were delivered to
the Corporation in connection with such conversion, but which were not
converted; provided, however, that if such conversion is subject to subparagraph
(vi)(E) below, the Corporation shall not issue such certificate or certificates
until the expiration of the Deferral Period referred to therein and provided,
further however, that the Corporation shall issue shares to Persons other than
those indicated on the certificate or certificates representing the Converting
Shares only in compliance with the Securities Act of 1933, as amended, and any
other applicable state or federal securities law. Such conversion, to the extent
permitted by law, shall be deemed to have been effected as of the close of
business on the date on which such certificate or certificates shall have been
surrendered and such notice shall have been received by the Corporation, and at
such time the rights of the holder of the Converting Shares as such holder shall
cease (except that, in the case of a conversion subject to subparagraph (vi)(E)
below, the conversion shall be deemed effective upon the expiration of the
Deferral Period referred to therein) and the person or persons in whose name or
names the certificate or certificates for the Converted Shares are to be issued
upon such conversion shall be deemed to have become the holder or holders of
record of the Converted Shares.

                               (2) In the event of the automatic conversion
of shares of Class B Common into shares of Class A Common, the holders of such
shares shall surrender the certificate or certificates representing the
Converting Shares in accordance with, and the parties to the transfer and the
Corporation shall otherwise comply with, the procedures set forth in
subparagraph (D)(1) hereof; provided, however, that, notwithstanding that any
certificate for Converting Shares shall not have been surrendered for
cancellation, all such Converting Shares shall no longer be deemed outstanding
on and after the effective date of conversion as set forth in subparagraph
(vi)(A) or (vi)(B), as the case may be, and all rights with respect to such
Converting Shares shall forthwith on the effective date of such transfer cease
and

                                        7


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terminate, except only the right of the holder or holders thereof to receive the
same number of shares of Converted Shares on the conversion thereof.

                                  (3) Upon the issuance of shares in
accordance with this subparagraph (vi), such shares shall be deemed to be duly
authorized, validly issued, fully paid and non-assessable.

                              (E) Notice of Conversion to Class C Common
Stockholders. The Corporation shall not directly or indirectly redeem, purchase
or otherwise acquire any shares of Class A Common or take any other action
affecting the voting rights of such shares, and no stockholder shall convert
shares of Class A Common into Class C Common, if such action will increase the
percentage of outstanding shares of Class A Common owned or controlled by any
holder of Class C Common (other than any such stockholder which requested that
the Corporation take such action, or which otherwise waives in writing its
rights under this subparagraph (vi)(E)), unless the Corporation gives written
notice (hereinafter called the "Deferral Notice") of such action to each holder
of Class C Common. The Corporation will defer making any such redemption,
purchase or other acquisition or taking any such other action, and any such
conversion of shares of Class A Common into Class C Common by any stockholder
shall be deferred, for a period of 10 business days (the "Deferral Period")
after giving the Deferral Notice in order to allow each holder of Class C Common
to determine whether it wishes to convert or take any other action with respect
to any shares of Class A Common it owns, controls or has the power to vote, and
if any such stockholder then elects to convert any shares of Class A Common, it
shall notify the Corporation in writing within the Deferral Period, in which
case the Corporation shall (1) defer taking the pending action until the end of
the Deferral Period, (2) promptly notify from time to time each other holder of
shares of Class C Common of each proposed conversion and the proposed
transactions, and (3) effect the conversions requested by all such stockholders
in response to the notices issued pursuant to this subparagraph (vi)(E) at the
end of the Deferral Period.

                              (F) Stock Splits; Adjustments.

                                  (1) If the Corporation shall in any manner
subdivide (by stock split, stock dividend or otherwise) or combine (by reverse
stock split or otherwise) the outstanding shares of the Class A Common, Class B
Common or Class C Common, the outstanding shares of each other class of Common
Stock shall be subdivided or combined, as the case may be, to the same extent,
share and share alike, and effective provision shall be made for the protection
of the conversion rights hereunder.

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                                 (2) In case of any reorganization,
reclassification or change of shares of the Common Stock (other than a change in
par value or from par to no par value as a result of a subdivision or
combination), or in case of any consolidation of the Corporation with one or
more corporations or a merger of the Corporation with another corporation, or in
the case of any sale, lease or other disposition of all or substantially all of
the assets of the Corporation, each holder of a share of Common Stock,
irrespective of class, shall have the right at any time thereafter, so long as
the conversion right hereunder with respect to such share would exist had such
event not occurred, to convert such share into the kind and amount of shares of
stock and other securities and properties (including cash) receivable upon such
reorganization, reclassification, change, consolidation, merger, sale, lease or
other disposition by a holder of the number of shares of the class of Common
Stock into which such shares of Common Stock might have been converted
immediately prior to such reclassification, change, consolidation, merger, sale,
lease or other disposition. In the event of such a reorganization,
reclassification, change, consolidation, merger, sale, lease or other
disposition, (a) the holders of outstanding shares of Class A Common, Class B
Common and Class C Common shall be entitled to receive the same consideration,
share and share alike, except for voting rights with respect to securities
receivable upon such reorganization, reclassification, change, consolidation,
merger, sale, lease or other disposition (in which case such voting rights may
differ to the extent, and only to the extent, that the voting rights with the
shares of Class A Common, Class B Common and Class C Common differ as provided
herein), and (b) effective provision shall be made in the certificate of
incorporation of the resulting or surviving corporation or otherwise for the
protection of the conversion rights of the shares of Common Stock of each class
that shall be applicable, as nearly as reasonably may be, to any such other
shares of stock and other securities and property deliverable upon conversion of
shares of Common Stock into which such Common Stock might have been converted
immediately prior to such event. The Corporation shall not be a party to any
merger, consolidation or recapitalization pursuant to which any holder of shares
of Class C Common would be required to take (1) any voting securities which
would cause such holder to violate any law, regulation, or other requirement of
any governmental body applicable to such holder, or (2) any securities
convertible into voting securities which if such conversion took place would
cause such holder to violate any law, regulation or other requirement of any
governmental body applicable to such holder other than securities which are
specifically provided to be convertible only in the event that such conversion
may occur without any such violation.

                              (G) Reservation of Shares. The Corporation shall
at all times reserve and keep available out of its authorized but unissued
shares of Class A Common or its treasury shares, solely for the purpose of
issuance upon the

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conversion of shares of Class B Common and Class C Common, such number of shares
of such class as are then issuable upon the conversion of all outstanding shares
of Class B Common and Class C Common. The Corporation shall reserve and keep
available out of its authorized but unissued shares of Class C Common, or its
treasury shares, solely for the purpose of issuance upon the conversion of
shares of Class A Common, such number of shares of Class C Common as the Board
of Directors, in its sole discretion, shall deem appropriate.

                          (H) No Charge. The issuance of certificates for shares
of any class of Common Stock upon conversion of shares of any other class
of Common Stock shall be made without charge to the holders of such shares for
any issuance tax in respect thereof or other cost incurred by the Corporation in
connection with such conversion and the related issuance of shares of Common
Stock; provided, however, that the Corporation shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the holder of the
Common Stock converted and no such issuance and delivery shall be made unless
and until the person requesting such issuance has paid to the Corporation the
amount of any such tax or has established to the satisfaction of the Corporation
that such tax has been paid.

                  (C) The rights, preferences, privileges and restrictions
granted to and imposed upon the Preferred Stock are as follows:

                      (i) Designation. Twelve thousand three hundred
thirty-four (12,334) shares of Preferred Stock shall be designated "Series D
13.5% Cumulative Redeemable Non-Participating Senior Preferred Stock"
(hereinafter called "Series D Preferred"). Eighteen thousand six hundred
seventeen (18,617) shares of Preferred Stock shall be designated "Series E 14.0%
Cumulative Redeemable Non-Participating Senior Preferred Stock" (hereinafter
called "Series E Preferred"). Two thousand four hundred (2,400) shares of
Preferred Stock shall be designated "Series F 11% Cumulative Redeemable
Non-Participating Senior Preferred Stock" (hereinafter called "Series F
Preferred"). Each share of Series D Preferred shall be identical in all respects
with each other share of Series D Preferred. Each share of Series E Preferred
shall be identical in all respects with each other share of Series E Preferred.
Each share of Series F Preferred shall be identical in all respects with each
other share of Series F Preferred. Except as otherwise provided herein, shares
of Series D, E and F Preferred will be identical and will entitle the holders
thereof to the same rights and privileges. With respect to dividend rights and
rights on liquidation provided in this Article 4, paragraph (c), the Series D, E
and F Preferred shall rank prior or in preference to any other equity security
of the Corporation (including any class of Common Stock and any other series of
Preferred Stock).

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                        (ii) Undesignated Preferred Stock. Shares of Preferred
Stock hereinbefore or hereinafter purchased by the Corporation or converted into
shares of Common Stock shall be cancelled and shall revert to authorized but
unissued Preferred Stock undesignated as to series (together with shares of
Preferred Stock not previously designated, the "Undesignated Preferred"). The
Board of Directors is hereby expressly empowered, subject to other provisions of
this Restated Certificate of Incorporation, to fix by resolution the designation
of any Undesignated Preferred, and the rights, preferences, privileges and
restrictions applicable thereto. Any shares designated as permitted by this
subparagraph (ii) may be issued by the Corporation from time to time, subject to
other provisions of this Restated Certificate of Incorporation, at such price or
prices or for such other consideration as may be fixed by the Corporation.

                        (iii) Dividend Rights.

                              (A) The holder of each share of Series D, E and F
Preferred shall be entitled to receive, prior and in preference to the
declaration, payment or setting apart for payment on any other class or series
of capital stock of the Corporation, when and as declared by the Board of
Directors, out of funds legally available for that purpose, a special quarterly
dividend (the "Special Dividend") in an amount per share equal to the product of
(i) the liquidation preference in subparagraph (iv) below then applicable to
such share, (ii) one-quarter and (iii) 13.5%, in the case of Series D Preferred,
14.0%, in the case of Series E Preferred, and 11%, in the case of Series F
Preferred. Special Dividends shall cumulate as of the last day of each March,
June, September and December and be compounded quarterly from the date of
original issuance of the Series D, E or F (as the case may be) to the extent not
declared to be payable and paid in cash by the Board of Directors. Any Special
Dividend to be paid in cash to any stockholder shall be made to the nearest
cent. Except as provided in this subparagraph (iii)(A) or with respect to
liquidation preferences in subparagraph (iv) below, no dividend or distribution
shall be declared or paid or set apart for payment on shares of Series D, E or F
Preferred.

                              (B) Notwithstanding anything to the contrary in
this Restated Certificate of Incorporation or applicable law, no stockholder
shall have any claim for payment of any accrued dividends unless and until the
same shall have been declared due and payable by the Corporation.

                        (iv) Liquidation Preference. In the event of (1) any
dissolution of the Corporation, followed by the liquidation or winding up of the
Corporation, (2) any liquidation or winding up of the Corporation as a result of
any bankruptcy, reorganization or similar proceeding, (3) any foreclosure by
creditors of the Corporation on all or substantially all the assets of or equity

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interests in the Corporation or (4) any merger or consolidation of the
Corporation with or into, or any sale, lease or exchange of all or substantially
all of the assets of the Corporation to, any Person other than an Affiliate,
other than a merger or consolidation with respect to which (I) following the
consummation thereof, the holders of capital stock of the Corporation
immediately prior to such merger or consolidation hold, directly or indirectly,
at least 50% of the equity interests (whether represented by capital stock,
general or limited partnership interests or other equity interests) of the
Person formed by such merger or consolidation immediately after such
consummation, and (II) no material amount of cash, property or securities (other
than securities of such Person or any Person wholly owning, or wholly owned by,
such Person) is distributed to such holders incident to such merger or
consolidation, each holder of Series D, E and F Preferred shall be entitled to
receive, as a liquidation preference, prior and in preference to the payment, or
segregation for payment, of any consideration (whether in cash, securities or
other assets) to any holder of capital stock or in respect of any share of
capital stock of any other class or series, an amount per share equal to (X)
$1000 plus (Y) all accumulated but unpaid Special Dividends thereon.

                        (v) Conversion Rights. No shares of Series D, E or F
Preferred shall be entitled to conversion rights.

                        (vi) Redemption Rights.

                             (A) Shares of Series D, E or F Preferred are
redeemable, in whole or in part, at any time at the option of the Corporation at
the Redemption Price (as defined below). The Corporation shall give notice of
such proposed redemption, including the date fixed for such redemption, the
number and series of shares of stock to be redeemed and the Redemption Price
payable with respect thereto, at least 30 days and not more than 60 days prior
to the date fixed for such redemption and such notice shall be mailed by first
class mail, postage prepaid, to each holder of record of the Series D, E and F
Preferred at his last address as it shall appear on the books of the
Corporation. Partial redemptions shall be made pro rata among all of the shares
of Series D, E and F Preferred.

                             (B) For purposes of this subparagraph (vi), the
following terms shall have the meanings given hereafter:

                                 (1) "Redemption Price" shall mean, with respect
to each share redeemed (x) an amount equal to the Liquidation Preference
applicable to such share under subparagraph (iv) and (y) with respect to the
redemption of shares of Series D and E Preferred only, the Call Protection
Amount, if any, applicable thereto; and

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                                 (2) "Call Protection Amount" shall mean,
with respect to each share of Series D and E preferred redeemed under this
subparagraph (vi), an amount, if any, which each holder of Series D or Series E
Preferred would have received as a Call Protection Amount under the terms of the
Note Purchase Agreements, dated as of May 26, 1988, among the Corporation and
the Purchasers named therein, as amended (the "Note Purchase Agreements") if
each share of Series D Preferred were a Series A Note (as defined in the Note
Purchase Agreements) having a principal amount of $1,000 and each share of
Series E Preferred were a Series B Note (as defined in the Note Purchase
Agreements) having a principal amount of $1,000 and if such redemption was a
prepayment of Series A Notes or Series B Notes under the Note Purchase
Agreements.

                        (vii) Voting Rights. So long as any shares of Series D,
E or F Preferred are outstanding, in addition to any other vote or consent of
stockholders required by law or by this Restated Certificate of Incorporation,
as amended or restated from time to time, the consent of the holders of at least
50% of the shares of each of Series D, E and F Preferred at the time
outstanding, each series acting as a single class, given in person or by proxy,
either in writing without a meeting or by vote at any meeting called for the
purpose, shall be necessary for effecting or validating any amendment,
alteration or repeal of any of the provisions of this Restated Certificate of
Incorporation, as amended or restated from time to time, which affects adversely
the special rights or preferences of the holders of the Series D, E and F
Preferred; provided that, if any such amendment, alteration or repeal shall
affect adversely the special rights or preferences of one or more of the Series
D, E or F Preferred, but shall not so affect all such series, then only those
series so affected shall be included for purposes of the consent or consents
required under this paragraph. Except as otherwise required by the foregoing
sentence, or as otherwise required by law, the holders of the Series D, E and F
Preferred Stock shall not be entitled to vote upon the election of directors or
upon any matter submitted to the stockholders for a vote.

                        (viii) Preemptive Rights. No holder of Preferred Stock
of the Corporation of any class (including without limitation Series D, E or F
Preferred) shall be entitled as of right to subscribe for or receive any part of
the authorized stock of the Corporation or any part of any new, additional or
increased issue of stock of any class or of any obligations convertible into any
class or classes of stock, but the Board of Directors may, without offering any
such shares of stock or obligations convertible into stock to stockholders of
any class, issue and sell or dispose of the same to such persons and for such
considerations permitted by law as it may from time to time in its absolute
discretion determine.

                                       13


<PAGE>


                      (ix) Miscellaneous. The shares of Series D, E and F
Preferred shall not have any relative, participating, optional or other special
rights and powers other than as expressly set forth in this Article 4, paragraph
(c). Any reference made within this Article 4, paragraph (c) to any subparagraph
shall refer only to subparagraphs within this Article 4, paragraph (c).

            5. Participation of Non-Citizens. The following provisions are
included for the purpose of insuring that control and management of the
Corporation complies with the Communications Act:

                  (a) The Corporation shall not issue to or for the account of
any Alien or permit the transfer on its books of any of its capital stock if,
after giving effect to such issuance or transfer, the capital stock held by or
for the account of any Alien or Aliens, as determined in accordance with
applicable rules and policies of the FCC, would (i) exceed, individually or in
the aggregate, twenty-five percent (25%) of the Corporation's capital stock at
any time outstanding or (ii) otherwise violate Section 310(b) of the
Communications Act.

                  (b) No Alien or Aliens shall be entitled to vote or direct or
control the vote of more than twenty-five percent (25%) of the total voting
power of all of the 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 twenty-five percent (25%) of the total number of
directors of the Corporation at any time and from time-to-time may be Aliens, if
to do so would otherwise violate the Communications Act.

                  (d) The Board of Directors shall have all powers necessary to
administer the provisions of this Article 5 or otherwise to ensure compliance
with the Communications Act.

            6. Definitions. As used in this Restated Certificate of
Incorporation, the following terms shall have the meanings shown below:

                        (A) "Affiliate" shall mean, with respect to any Person,
any other Person, directly or indirectly controlling, controlled by or under
common control with such Person.

                        (B) "Alien" or "Aliens" shall mean one or more of the
following Persons: (A) a Person who is a citizen of a country other than the
United States; (B) any entity organized under the laws of a government other
than the government of the


                                       14


<PAGE>


United States or any state, territory or possession of the United States; (C) a
government other than the government of the United States or of any state,
territory or possession of the United States; or (D) a representative of, or an
individual or entity controlled by, any of the foregoing.

                        (C) "Communications Act" shall mean the Communications
Act of 1934, and the rules, regulations and policies of the Federal
Communications Commission, as amended from time-to-time.

                        (D) "control" (including with correlative meaning the
terms "controlling" "controlled by" and "under common control with"), as used
with respect to any Person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such Person, whether through ownership of voting securities or by contract or
otherwise.

                        (E) "Going Private Transaction" shall mean any "Rule
13e-3 Transaction," as such term is defined in Rule 13e-3(a)(3), 17 C.F.R.
Section 240.13e-3, as amended from time-to-time, promulgated under the
Securities Exchange Act of 1934, as amended, between the Corporation and (i)
Vincent Young or Adam Young, (ii) any Affiliate of Vincent Young or Adam Young,
or (iii) any group in which Vincent Young or Adam Young or an Affiliate of
Vincent Young or Adam Young is a member. For purposes solely of the definition
of a Going Private Transaction, and notwithstanding paragraph 6(A) above, an
Affiliate of Vincent Young or Adam Young shall mean (i) any individual or entity
who or that, directly or indirectly, controls, is controlled by or is under
common control with Vincent Young or Adam Young, (ii) any corporation or
organization (other than the Corporation or a majority-owned subsidiary of the
Corporation) of which Vincent Young or Adam Young is an officer or partner or
is, directly or indirectly, the beneficial owner of 10% or more of any class of
voting securities, (iii) a voting trust or similar arrangement pursuant to which
Vincent Young or Adam Young controls the vote of the shares of Common Stock held
by or subject to such trust or arrangement, (iv) any other trust or estate in
which Vincent Young or Adam Young has a significant beneficial interest or as to
which Vincent Young or Adam Young serves as trustee or in a similar fiduciary
capacity or (v) any Relative of Vincent Young or Adam Young who has the same
residence as Vincent Young or Adam Young.

                        (F) "Management Group" shall mean any and all of (i) the
Directors and Officers of the Corporation; (ii) such other persons employed by
the Corporation or a subsidiary thereof, in a management capacity and designated
by the Board of Directors from time-to-time as members of the Management Group;
and (iii) Adam Young and Vincent Young and any Relatives of Adam Young or
Vincent Young.

                                       15


<PAGE>



                        (G) "Person" shall mean an individual, a partnership, a
corporation, a trust, a joint venture, an unincorporated organization, a
government or agency thereof, or other entity.

                        (H) "Relatives" shall mean, in connection with either
Adam Young or Vincent Young, his spouse, his children, his grandchildren, his
estate, his heirs and any trust of which no other Person is a beneficiary.

            7. The Corporation is to have perpetual existence.

            8. For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

                  (a) The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of Directors. The number
of directors which shall constitute the whole Board of Directors shall be fixed
by, or in the manner provided in, the By-Laws subject to the limitations, if
any, set forth in this Restated Certificate of Incorporation, as the same may be
amended from time-to-time. The phrase "whole Board" and the phrase "total number
of directors" shall be deemed to have the same meaning, to wit, the total number
of directors which the Corporation would have if there were no vacancies. No
election of directors need be by written ballot.

                  (b) The power to adopt, amend, or repeal the By-Laws of the
Corporation may be exercised by the Board of Directors of the Corporation;
provided, however, that any provision for the classification of directors of the
Corporation for staggered terms pursuant to the provisions of subsection (d) of
Section 141 of the General Corporation Law of the State of Delaware shall be set
forth in an initial By-Law or in a By-Law adopted by the stockholders entitled
to vote of the Corporation unless provisions for such classification shall be
set forth in this Restated Certificate of Incorporation.

                  (c) Whenever the Corporation shall be authorized to issue only
one class of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever the
Corporation shall be authorized to issue more than one class of stock, no
outstanding share of any class of stock which is denied voting power under the
provisions of this Restated Certificate of Incorporation shall entitle the
holder thereof to the right to vote at any meeting of stockholders except as the
provisions of paragraph (2) of subsection (b) of section 242 of the General
Corporation Law of the

                                       16


<PAGE>


State of Delaware shall otherwise require or as otherwise provided herein.

            9. The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.

            10. The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

            11. Except as otherwise specifically provided in this Restated
Certificate of Incorporation, from time to time any of the provisions of this
Restated Certificate of Incorporation may be amended, altered or repealed, and
other provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted in the manner and at the time prescribed by said
laws.

            IN WITNESS WHEREOF, said Young Broadcasting Inc. has caused this
certificate to be signed by Vincent Young, its Chairman, and attested by James
A. Morgan, its Secretary, this 7th day of November, 1994.

                                           YOUNG BROADCASTING INC.


                                           By: /s/ [ILLEGIBLE]
                                           ----------------------------------
                                                     Chairman

Attest:


/s/ [ILLEGIBLE]
----------------------------------
Secretary

                                       17


<PAGE>


STATE OF NEW YORK  )
                   ) ss.:
COUNTY OF NEW YORK )

            BE IT REMEMBERED that, on November 7, 1994, before me, a Notary
public duly authorized by law to take deeds, personally came Vincent Young,
Chairman of Young Broadcasting Inc., who duly signed the foregoing instrument
before me and acknowledged that such signing is his act and deed, that such
instrument as executed is the act and deed of said corporation, and that the
facts stated therein are true.

            GIVEN under my hand on November 7, 1994.

                                 /s/ Deborah E. Hampton
                                 --------------------------
                                 Notary Public

                                     DEBORAH E. HAMPTON
                              Notary Public, State of New York
                                       No. 01HA5023088
                                Qualified in New York County
                                Term Expires January 31, 1995


                                       18


<PAGE>


                                STATE OF DELAWARE
                               SECRETARY OF STATE
                            DIVISION OF CORPORATIONS
                            FILED 03:00 PM 06/O1/1995
                               950121789 - 2084106

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             YOUNG BROADCASTING INC.

      Young Broadcasting Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

      FIRST: By unanimous written consent of the Board of Directors of the
Corporation, dated April 12, 1995, the Board of Directors duly adopted
resolutions proposing and declaring advisable the following amendments to the
Corporation's Restated Certificate of Incorporation:

            That Article 6, clause (F) of the Corporation's Restated Certificate
            of Incorporation be amended to read in its entirety as follows:

                  "`Management Group'" shall mean any and all of (i) the
            directors and officers of the Corporation; (ii) such other persons
            employed by the Corporation or a subsidiary thereof in a management
            capacity and designated by the Board of Directors from time-to-time
            as members of the Management Group; (iii) Adam Young and Vincent
            Young and any Relatives of Adam Young or Vincent Young; and (iv) any
            Person controlled by Adam Young, Vincent Young or any Relatives of
            Adam Young or Vincent Young."

            That Article 6, clause (H) of the Corporation's Restated Certificate
            of Incorporation be amended to read in its entirety as follows:

                  "`Relatives' shall mean, in connection with either Adam Young
            or Vincent Young, his spouse, any of his ancestors, descendants,
            siblings, descendants of any such siblings or the spouse of any of
            the foregoing, his legal representative, conservator or guardian if
            he becomes mentally incompetent, his estate, his heirs and any trust
            of which no other person is a beneficiary."

<PAGE>

      SECOND: That at the duly noticed and convened Annual Meeting of
Stockholders of the Corporation held on May 22, 1995, at which a quorum was
present and acting throughout in person or by proxy, the stockholders of the
Corporation have approved the aforesaid amendments.

      THIRD: That the aforesaid amendments were duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James A. Morgan, its Executive Vice President, this 23rd day of May,
1995.

                                               YOUNG BROADCASTING INC.


                                               By: /s/ James A. Morgan
                                               ------------------------------
                                               James A. Morgan
                                               Executive Vice President

                                       -2-

<PAGE>


                                STATE OF DELAWARE
                               SECRETARY OF STATE
                            DIVISION OF CORPORATIONS
                            FILED 02:00 PM 05/15/1997
                               971159331 - 2084106

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                             YOUNG BROADCASTING INC.

            Young Broadcasting Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

            FIRST: Pursuant to a meeting of the Board of Directors of the
Corporation held on March 21, 1997, the Board of Directors duly adopted
resolutions proposing and declaring advisable the following amendments to the
Corporation's Restated Certificate of Incorporation:

            That Article 4, clause (a) of the Corporation's Restated Certificate
            of Incorporation be amended to read in its entirety as follows:

                  "The total number of shares of stock which the Corporation
            shall have authority to issue is eighty million (80,000,000) shares,
            of which sixty million (60,000,000) shall be shares of Common Stock,
            $.001 par value, and twenty million (20,000,000) shall be shares of
            Preferred Stock, $.001 par value."

            That the second sentence of Article 4, clause (b)(iii) of the
            Corporation's Restated Certificate of Incorporation be amended to
            read in its entirety as follows:

            "Except as otherwise provided by the resolution or resolutions
            providing for the issue of any series of shares of Preferred Stock,
            any dividend or distribution on the Common Stock shall be payable on
            shares of Class A Common, Class B Common and Class C Common share
            and share alike to the exclusion of the holders of shares of
            Preferred Stock of any and all series; provided that in the case of
            dividends payable in shares of Common Stock of the Corporation, or
            options, warrants or

<PAGE>

            rights to acquire shares of such Common Stock or securities
            convertible into or exchangeable for shares of such Common Stock,
            the shares, options, warrants, rights or securities so payable shall
            be payable in shares of, or options, warrants or rights to acquire
            or securities convertible into or exchangeable for, Common Stock of
            the same class upon which the dividend or distribution is being
            paid."

            That the first sentence of Article 4, clause (b)(iv) of the
            Corporation's Certificate of Incorporation be amended to read in its
            entirety as follows:

            "In the event of any dissolution, liquidation or winding up of the
            affairs of the Corporation, whether voluntary or involuntary, after
            payment or provision for payment of the debts and other liabilities
            of the Corporation, and subject to the liquidation preference of any
            series of shares of Preferred Stock pursuant to the resolution or
            resolutions providing for the issue of any series of shares of
            Preferred Stock, the remaining assets and funds of the Corporation,
            if any, shall be divided among and paid ratably to the holders of
            Class A Common, the holders of Class B Common and the holders of
            Class C Common share and share alike to the exclusion of the holders
            of shares of Preferred Stock of any and all series."

            That Article 4, clause (c) of the Corporation's Restated Certificate
            of Incorporation be amended to read in its entirety as follows:

                  "The rights, preferences, privileges and restrictions granted
            to and imposed upon the Preferred Stock are as follows:

            The shares of Preferred Stock may be issued from time to time in one
            or more series of any number of shares, provided that the aggregate
            number of shares issued and not canceled of any and all such series
            shall not exceed the total number of shares of Preferred Stock
            hereinabove authorized, and with distinctive serial designations,
            all as shall hereafter be stated and expressed in the resolution or
            resolutions providing for the issue of such shares of Preferred
            Stock from time to time

                                        2

<PAGE>

            adopted by the Board of Directors pursuant to authority so to do
            which is hereby vested in the Board of Directors. Each series of
            shares of Preferred Stock (i) may have such voting powers, full or
            limited, or may be without voting powers; (ii) may be subject to
            redemption at such time or times and at such prices; (iii) may be
            entitled to receive dividends (which may be cumulative or
            non-cumulative) at such rate or rates, on such conditions and at
            such times, and payable in preference to, or in such relation to,
            the dividends payable on any other class or classes or series of
            stock; (iv) may have such rights upon the dissolution of, or upon
            any distribution of the assets of, the Corporation; (v) may be made
            convertible into, or exchangeable for, shares of any other class or
            classes or of any other series of the same or any other class or
            classes of shares of the Corporation at such price or prices or at
            such rates of exchange and with such adjustments; (vi) may be
            entitled to the benefit of a sinking fund to be applied to the
            purchase or redemption of shares of such series in such amount or
            amounts; (vii) say be entitled to the benefit of conditions and
            restrictions upon the creation of indebtedness of the Corporation or
            any subsidiary, upon the issue of any additional shares (including
            additional shares of such series or of any other series) and upon
            the payment of dividends or the making of other distributions on,
            and the purchase, redemption or other acquisition by the Corporation
            or any subsidiary of, any outstanding shares of the Corporation and
            (viii) may have such other relative, participating, optional or
            other special rights, qualifications, limitations or restrictions
            thereof; all as shall be stated in said resolution, or resolutions
            providing for the issue of such shares of Preferred Stock. Shares of
            Preferred Stock of any series that have been redeemed (whether
            through the operation of a sinking fund or otherwise) or that if
            convertible or exchangeable, have been converted into or exchanged
            for shares of any other class or classes shal1 have the status of
            authorized and unissued shares of Preferred Stock of the same series
            and may be reissued as a part of the series of which they were
            originally a

                                        3

<PAGE>

            part or may be reclassified and reissued as part of a new series of
            shares of Preferred Stock to be created by resolution or resolutions
            of the Board of Directors or as part of any other series of shares
            of Preferred Stock, all subject to the conditions or restrictions on
            issuance set forth in the resolution or resolutions adopted by the
            Board of Directors providing for the issue of any series of shares
            of Preferred Stock.

            Subject to the provisions of any applicable law or of the By-laws of
            the Corporation as from time to time amended, with respect to the
            closing of the transfer books or the fixing of a record date for the
            determination of stockholders entitled to vote and except as
            otherwise provided by law or by the resolutions or resolutions
            providing for the issue of any series of shares of Preferred Stock,
            the holders of outstanding shares of Common Stock shall exclusively
            possess voting power for all purposes.

            Subject to the provisions of this Restated Certificate of
            Incorporation and except as otherwise provided by law, the stock of
            the Corporation, regardless of class, may be issued for such
            consideration and for such corporate purposes as the Board of
            Directors may from time to time determine."

            SECOND: That at the duly noticed and convened Annual Meeting of
Stockholders of the Corporation held on May 5, 1997, at which a quorum was
present and acting throughout in person or by proxy, the stockholders of the
Corporation have approved the aforesaid amendments.

                                        4

<PAGE>

            THIRD: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.

            IN WITNESS WHEREOF, the Corporation has caused this Certificate to
be signed by James A. Morgan, its Executive Vice President, this 6th day of May,
1997.

                                              YOUNG BROADCASTING INC.


                                              By: /s/ James A. Morgan
                                              ------------------------------
                                              James A. Morgan
                                              Executive Vice President

                                        5

<PAGE>


                                STATE OF DELAWARE
                               SECRETARY OF STATE
                            DIVISION OF CORPORATIONS
                            FILED 01:30 PM 05/08/1998
                               981177868 - 2084106

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                            YOUNG BROADCASTING INC.

                           --------------------------

            Young Broadcasting Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

            FIRST: Pursuant to a meeting of the Board of Directors of the
Corporation held on March 30, 1998, the Board of Directors duly adopted
resolutions proposing and declaring advisable the following amendments to the
Corporation's Restated Certificate of Incorporation:

            That Article 4, clause (b)(i) of the Corporation's Restated
            Certificate of Incorporation be amended to read in its entirety as
            follows:

                  "Designation. Except as set forth herein, twenty million
            (20,000,000) shares of Common Stock shall be designated "Class A
            Common Stock" (hereinafter called "Class A Common"); twenty million
            (20,000,000) shares of the Common Stock shall be designated "Class B
            Common Stock" (hereinafter called "Class B Common") and twenty
            million (20,000,000) shares of the Common Stock shall be designated
            "Class C Common Stock" (hereinafter called "Class C Common").
            Notwithstanding the foregoing, if at any time the total number of
            shares of Common Stock held by members of the Management Group (as
            defined) is, in the aggregate, less then five percent (5%) of the
            total number of shares of Common Stock then outstanding, then all
            authorized shares of Class B Common (including without limitation
            all shares of such class then outstanding) shall be reclassified as
            Class A Common and shall have all the rights, preferences,
            privileges and restrictions herein granted to the Class A Common.
            Each Share of Common Stock shall be identical in all respects with
            each other share of Common Stock, except as otherwise provided
            herein."

<PAGE>


            SECOND: That at the duly noticed and convened Annual Meeting of
Stockholders of the Corporation held on May 5, 1998, at which a quorum was
present and acting throughout in person or by proxy, the stockholders of the
Corporation have approved the aforesaid amendments.

            THIRD: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.

            IN WITNESS WHEREOF, the Corporation has caused this Certificate to
be signed by James A. Morgan, its Executive Vice President, this 6th day of May,
1998.

                                                   YOUNG BROADCASTING INC.


                                                   By: /s/ James A. Morgan
                                                   ------------------------
                                                   James A. Morgan
                                                   Executive Vice President


                                        2

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             YOUNG BROADCASTING INC.

                             -----------------------

            Young Broadcasting Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

            FIRST: Pursuant to a Unanimous Written Consent of the Board of
Directors of the Corporation dated March 16, 2000, the Board of Directors duly
adopted resolutions proposing and declaring advisable the following amendment to
the Corporation's Restated Certificate of Incorporation:

            That Article 4, clause (b)(i) of the Corporation's Restated
            Certificate of Incorporation be amended to read in its entirety as
            follows:

                  "Designation. Except as set forth herein, twenty million
            (20,000,000) shares of the Common Stock shall be designated "Class A
            Common Stock" (hereinafter called "Class A Common"); twenty million
            (20,000,000) shares of the Common Stock shall be designated "Class B
            Common Stock" (hereinafter called "Class B Common") and twenty
            million (20,000,000) shares of Common Stock shall be designated
            "Class C Common Stock" (hereinafter called "Class C Common"). Each
            share of Common Stock shall be identical in all respects with each
            other share of Common Stock, except as otherwise provided herein."

            SECOND: That at the duly noticed and convened Special Meeting in
Lieu of the 2000 Annual Meeting of Stockholders of the Corporation held on April
27, 2000, at which a quorum was present and acting throughout in person or by
proxy, the stockholders of the Corporation have approved the aforesaid
amendment.

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

                                STATE OF DELAWARE
                               SECRETARY OF STATE
                            DIVISION OF CORPORATIONS
                            FILED 090:00 AM 6/12/2000
                               001297089 - 2084106


<PAGE>



            IN WITNESS WHEREOF, the Corporation has caused this Certificate to
be signed by James A. Morgan, its Executive Vice President, this 12th Day of
June, 2000.

                                                   YOUNG BROADCASTING INC.

                                                   By: /s/ James A. Morgan
                                                     ----------------------
                                                   James A. Morgan
                                                   Executive Vice President


                                        2

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     OF THE

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             YOUNG BROADCASTING INC.

                       -----------------------------------


         Young Broadcasting Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

         FIRST: Pursuant to a meeting of the Board of Directors of the
Corporation held on March 25, 2002, the Board of Directors duly adopted
resolutions proposing and declaring advisable the following amendments to the
Corporation's Restated Certificate of Incorporation:

                  That Article 4, clause (a) of the Corporation's Restated
Certificate of Incorporation be amended to read in its entirety as follows:

                           "The total number of shares of stock which the
                  Corporation shall have authority to issue is one hundred
                  million (100,000,000) shares, of which eighty million
                  (80,000,000) shall be shares of Common Stock, $.001 par value,
                  and twenty million (20,000,000) shall be shares of Preferred
                  Stock, $.001 par value."

                  That Article 4, clause (b)(i) of the Corporation's Restated
                  Certificate of Incorporation be amended to read in its
                  entirety as follows:

                           "Designation. Except as set forth herein, forty
                  million (40,000,000) shares of the Common Stock shall be
                  designated "Class A Common Stock" (hereinafter called "Class A
                  Common"); twenty million (20,000,000) shares of the Common
                  Stock shall be designated "Class B Common Stock" (hereinafter
                  called "Class B Common") and twenty million (20,000,000)
                  shares of the Common Stock shall be designated "Class C Common
                  Stock" (hereinafter called "Class C Common"). Each share of
                  Common Stock shall be identical in all respects with each
                  other share of Common Stock, except as otherwise provided
                  herein."

                  That Article 6, clause (F) of the Corporation's Restated
                  Certificate of Incorporation be amended to read in its
                  entirety as follows:

                           " `Management Group' shall mean any and all of (i)
                  the directors and officers of the Corporation and any
                  Relatives of the directors and officers of the Corporation;
                  (ii) such other


<PAGE>

                  persons employed by the Corporation or a subsidiary thereof in
                  a management capacity and designated by the Board of Directors
                  from time-to-time as members of the Management Group; (iii)
                  Adam Young and Vincent Young and any Relatives of Adam Young
                  or Vincent Young; and (iv) any Person controlled by Adam
                  Young, Vincent Young, any director or officer of the
                  Corporation or any of their respective Relatives."

                  That Article 6, clause (H) of the Corporation's Restated
                  Certificate of Incorporation be amended to read in its
                  entirety as follows:

                           " `Relatives' shall mean, in connection with Adam
                  Young, Vincent Young or any director and officer of the
                  Corporation, his or her spouse, any of his or her ancestors,
                  descendants, siblings, descendants of any such siblings or the
                  spouse of any of the foregoing, his or her legal
                  representative, conservator or guardian if he or she becomes
                  mentally incompetent, his or her estate, his or her heirs and
                  any trust of which no other person is a beneficiary."

         SECOND: That at the duly noticed and convened Annual Meeting of
Stockholders of the Corporation held on May 6, 2002, at which a quorum was
present and acting throughout in person or by proxy, the stockholders of the
Corporation have approved the aforesaid amendments.

         THIRD: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James A. Morgan, its Executive Vice President, this 20th day of May,
2002.

                                                  YOUNG BROADCASTING INC.

                                                  By:  /s/ James A. Morgan
                                                       -------------------
                                                        James A. Morgan
                                                        Executive Vice President