Exhibit Number 3.3

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               WESTWOOD ONE, INC.

     FIRST: Name.

     The  name of the  corporation  is  Westwood  One,  Inc.  formerly  known as
Westwood One Delaware,  Inc. with the  certificate of  incorporation  originally
filed on June 21, 1985. (the "Corporation").

     This Restated  Certificate  of  Incorporation  restates and  integrates the
Certificate of Incorporation.

     This Restated  Certificate of Incorporation  further amends the Certificate
of Incorporation of this corporation and such amendment was duly adopted by vote
of the  stockholders  in  accordance  with  Section  242 and 245 of the  General
Corporation Law of the State of Delaware.

     SECOND: Registered Office and Agent.

     The address of the  registered  office of the  Corporation  in the State of
Delaware  is  Corporation  Trust  Center,  1209  Orange  Street,  in the city of
Wilmington,  County of New  Castle.  The name and  address of the  Corporation's
registered  agent in the State of Delaware  is The  Corporation  Trust  Company,
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,  County
of New Castle, State of Delaware 19801.

     THIRD: Purpose and Business.

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

     FOURTH: Capital Stock.

     1. Classes and Number of Shares.  The total number of shares of all classes
of stock which the  Corporation  shall have  authority to issue is Three Hundred
Thirteen   Million   (313,000,000),   consisting   of  Three   Hundred   Million
(300,000,000)  shares of Common Stock, par value one cent ($0.01) per share (the
"Common Stock"),  Three Million  (3,000,000)  shares of Class B Stock, par value
one cent ($0.01) per share (the "Class B Stock"),  and Ten Million  (10,000,000)
shares of Preferred  Stock, par value one cent ($0.01) per share (the "Preferred
Stock").

     2. Powers and Rights of Common Stock and Class B Stock.

     a.  Voting  Rights  and  Powers.  With  respect to all  matters  upon which
stockholders are entitled to vote or to which  stockholders are entitled to give
consent,  the  holders of the  outstanding  shares of the  Common  Stock and the
holders  of any  outstanding  shares of the Class B Stock  shall  vote  together
without  regard to  class,  and every  holder of the  outstanding  shares of the
Common  Stock  shall be  entitled  to cast  thereon one (1) vote in person or by

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proxy for each share of the Common Stock  standing in his name, and every holder
of any  outstanding  shares of Class B Stock shall be  entitled to cast  thereon
fifty  (50)  votes in  person  or by proxy  for each  share of the Class B Stock
standing in his name,  provided that at such time as shares of the Class B Stock
become  outstanding,  holders of the Common Stock,  voting separately as a class
with each holder of the outstanding shares of the Common Stock being entitled to
one (1) vote in person or by proxy for each share of the Common  Stock  standing
in his name,  shall have the right to elect  that  number of  directors  so that
one-fifth (calculated to the nearest whole number,  rounding a fractional number
of  five-tenths  (.5) to the next highest  whole  number) of the total number of
directors  of the  Corporation  fixed  from  time to time by,  or in the  manner
provided for in, the By-laws of the Corporation,  shall have been elected by the
holders of the Common  Stock.  With  respect to any  proposed  amendment to this
Certificate  of  Incorporation  which would  increase or decrease  the number of
authorized  shares of either the Common Stock or the Class B Stock,  increase or
decrease  the par value of the shares of the Common  Stock or the Class B Stock,
or alter or change the powers,  preferences,  relative  voting  power or special
rights of the  shares of the  Common  Stock or the Class B Stock so as to affect
them  adversely,  the approval of a majority of the votes entitled to be cast by
the holders of the class affected by the proposed  amendment,  voting separately
as a class,  shall be obtained in addition to the  approval of a majority of the
votes  entitled  to be cast by the  holders of the Common  Stock and the Class B
Stock voting together without regard to class as hereinbefore provided.
     b. Dividends and Distributions.

     (i) Cash  Dividends.  Subject to the rights of holders of Preferred  Stock,
holders of Common Stock and Class B Stock shall be entitled to receive such cash
dividends as may be declared thereon by the Board of Directors from time to time
out of assets or funds of the Corporation legally available  therefor,  provided
that no cash  dividend  may be  declared  and paid to  holders  of Class B Stock
unless at the same time the Board of Directors shall also declare and pay to the
holders of Common Stock a per share dividend at least twenty-five  percent (25%)
greater  than the per share  dividend  declared  and paid to  holders of Class B
Stock. In addition, the Board of Directors may declare and pay cash dividends to
the holders of Common Stock without declaring and paying dividends to the holder
of Class B Stock.

     (ii)  Other  Dividends  and  Distributions.  Subject to the  provisions  of
Article FOURTH,  Section 5 hereof, each share of the Common Stock and each share
of the Class B Stock  shall be equal in  respect of rights to  dividends  (other
than  cash) and  distributions,  when and as  declared,  in the form of stock or
other property of the Corporation, except that in the case of dividends or other
distributions  payable in stock of the  Corporation,  other  than the  Preferred
Stock, including  distributions pursuant to stock split-ups or divisions,  which
occur  after  the date  shares  of the  Class B Stock  are  first  issued by the
Corporation,  only shares of the Common Stock shall be distributed  with respect
to the Common  Stock and only shares of the Class B Stock  shall be  distributed
with respect to the Class B Stock.

     (iii) Other Rights.  Except as otherwise  required by the Delaware  General
Corporation Law or as otherwise  provided in this Certificate of  Incorporation,
each  share of the Common  Stock and each share of the Class B Stock  shall have
identical powers, preferences and rights, including rights in liquidation.

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     c.  Transfer  of Class B Stock.  (i)  Restriction  on  Transfer.  No person
holding  shares  of  Class B Stock  of  record  (hereinafter  called  a "Class B
Holder") may transfer,  and the Corporation  shall not register the transfer of,
such  shares  of Class B Stock,  whether  by sale,  assignment,  gift,  bequest,
appointment,  operation of law or otherwise, except to a Permitted Transferee. A
Permitted  Transferee  shall mean, with respect to each person from time to time
shown as the record holder of shares of Class B Stock:

     (1) In the case of a Class B Holder who is a natural person,

     (A) The  spouse  of  such  Class  B  Holder,  any  lineal  descendant  of a
grandparent of such Class B Holder,  including adopted children,  and any spouse
of such lineal descendant (which lineal descendants, together with their spouses
and the Class B Holder's spouse are herein collectively  referred to as "Class B
Holder's Family Members");

     (B) The trustee of a trust  (including a voting trust)  principally for the
benefit  of  such  Class B  Holder  and/or  one or more of his or her  Permitted
Transferees  described  in each  subdivision  of this clause (i) other than this
subdivision  (B),  provided  that such trust may also grant a general or special
power of appointment to one or more of such Class B Holder's  Family Members and
may permit trust assets to be used to pay taxes,  legacies and other obligations
of the trust or of the  estates of one or more of such  Class B Holder's  Family
Members payable by reason of the death of any of such Family Members;

     (C) A  corporation  of which a  majority  of the  beneficial  ownership  of
outstanding  capital  stock  entitled to vote for the  election of  directors is
owned by, or a partnership  of which a majority of the  beneficial  ownership of
the  partnership  interests  entitled to  participate  in the  management of the
partnership are held by, the Class B Holder or his or her Permitted  Transferees
determined under this subdivision (1),  provided that if by reason of any change
in the ownership of such stock or  partnership  interests,  such  corporation or
partnership  would no longer be a  Permitted  Transferee,  all shares of Class B
Stock then held by such corporation or partnership  shall,  upon the election of
the  corporation  given by written notice to such  corporation  or  partnership,
without  further act on anyone's  part, be converted into shares of Common Stock
effective  upon the date of the giving of such  notice,  and stock  certificates
formerly  representing  such  shares  of  Class  B  Stock  shall  thereupon  and
thereafter be deemed to represent the like number of shares of Common Stock; and

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     (D) The estate of such Class B Holder.

     (2) In the case of a Class B Holder  holding the shares of Class B Stock in
question  as  trustee  pursuant  to a trust  (other  than a trust  described  in
subdivision (3) below), "Permitted Transferee" means (A) any person transferring
Class B Stock  to such  trust  and (B)  any  Permitted  Transferee  of any  such
transferor determined pursuant to subdivision (1) above.

     (3) In the case of a Class B Holder  holding the shares of Class B Stock in
question as trustee pursuant to a trust which was irrevocable on the record date
(hereinafter  in this  section  called the "Record  Date") for  determining  the
persons to whom the Class B Stock is first issued by the Corporation, "Permitted
Transferee"  means (A) any person to whom or for whose benefit  principal may be
distributed  either  during or at the end of the term of such  trust  whether by
power of appointment  or otherwise and (B) any Permitted  Transferee of any such
person determined pursuant to subdivision (1) above.

     (4) In the case of a Class B Holder which is a corporation  or  partnership
acquiring  record  and  beneficial  ownership  of the shares of Class B Stock in
question upon its initial  issuance by the Corporation,  "Permitted  Transferee"
means (A) any partner of such  partnership,  or stockholder of such corporation,
on the Record Date, (B) any person  transferring such shares of Class B Stock to
such  corporation or partnership,  and (C) any Permitted  Transferee of any such
person,  partner, or stockholder  referred to in subdivision (A) and (B) of this
subdivision (4), determined under subdivision (1) above.

     (5) In the case of a Class B Holder which is a corporation  or  partnership
(other than a corporation  or partnership  described in subdivision  (iv) above)
holding  record  and  beneficial  ownership  of the  shares  of Class B Stock in
question,  "Permitted  Transferee" means (A) any person transferring such shares
of  Class B Stock  to such  corporation  or  partnership  and (B) any  Permitted
Transferee of any such transferor determined under subdivision (1) above.

     (6) In the case of a Class B Holder which is the estate of a deceased Class
B Holder,  or which is the estate of a  bankrupt  or  insolvent  Class B Holder,
which holds  record and  beneficial  ownership of the shares of Class B Stock in
question,  "Permitted Transferee" means a Permitted Transferee of such deceased,
bankrupt or insolvent Class B Holder as determined pursuant to subdivisions (1),
(2), (3), (4) or (5) above, as the case may be.

     (ii) Pledge of Class B Stock.  Notwithstanding anything to the contrary set
forth  herein,  any Class B Holder may pledge  such  Holder's  shares of Class B
Stock to a pledgee  pursuant to a bona fide pledge of such shares as  collateral
security for  indebtedness  due to the pledgee,  provided that such shares shall
not be  transferred to or registered in the name of the pledgee and shall remain

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subject to the  provisions of this Section 2(c). In the event of  foreclosure or
other similar  action by the pledgee,  such pledged  shares of Class B Stock may
only be transferred  to a Permitted  Transferee of the pledgor or converted into
shares of Common Stock, as the pledgee may elect.

     (iii) Certain Definitions. For purposes of this Section 2(c):

     (1) The  relationship  of any person  that is  derived by or through  legal
adoption shall be considered a natural one.

     (2) Each  joint  owner of shares  of Class B Stock  shall be  considered  a
"Class B Holder" of such shares.

     (3) A minor for whom shares of Class B Stock are held pursuant to a Uniform
Gifts to Minors Act or similar law shall be  considered a Class B Holder of such
shares.

     (4) Unless  otherwise  specified,  the term  "person"  means  both  natural
persons and legal entities.

     (5) A  Permitted  Transferee  may never  include a  broker-dealer  or other
nominee.

     (6) Without  derogating  from the election  conferred upon the  Corporation
pursuant to  subdivision  (C) of  subdivision  (1) above,  each  reference  to a
corporation  shall include any successor  corporation  resulting  from merger or
consolidation;  and each reference to a partnership  shall include any successor
partnership resulting from the death or withdrawal of a partner.

     (iv) Non-Permitted  Transfers.  Any transfer of shares of Class B Stock not
permitted hereunder shall result in the conversion of the transferee's shares of
Class B  Stock  into  shares  of  Common  Stock,  effective  the  date on  which
certificates representing such shares are presented for transfer on the books of
the  corporation.  The  Corporation  may, in connection with preparing a list of
shareholders entitled to vote at any meeting of shareholders,  or as a condition
to  the  transfer  or the  registration  of  shares  of  Class  B  Stock  on the
Corporation's  books,  require the furnishing of such  affidavits,  documents or
other proof as it deems necessary to establish that any person is the beneficial
owner of shares or Class B Stock or is a Permitted Transferee.

     (d) Automatic  Conversion of Class B Stock. At any time when (i) the voting
power of holders of Class B Stock as a group (such  voting  power to include the
voting  power of Common  Stock held by holders of Class B Stock) as reflected on
the stock transfer books of the corporation falls below ten percent (10%) of the
aggregate  voting  power of issued and  outstanding  shares of Common  Stock and
Class B Stock,  or (ii) the Board of Directors  and the holders of a majority of
the outstanding  shares of Common Stock and Class B Stock approve the conversion
of all of the  Class B Stock  into  Common  Stock,  then,  immediately  upon the
occurrence of either such event,  the outstanding  shares of Class B Stock shall
automatically be converted into shares of Common Stock without any action by the

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Board of Directors or holders of Class B Stock.  Thereafter,  the  provisions of
this  Certificate of  Incorporation  which provide for different  voting or cash
dividend  rights for the Common  Stock and the Class B Stock shall not be of any
effect.  If any cash  dividends  shall have been  declared  at such time but not
paid,  holders of the Class B Stock shall be entitled to the same cash  dividend
payable to  holders of the Common  Stock.  Future  cash  dividends,  as and when
declared,  shall be payable at the same rate for all shares of the Common  Stock
then  outstanding.  In the  event of such a  conversion,  certificates  formerly
representing  outstanding shares of Class B Stock shall thereupon and thereafter
be deemed to represent the like number of shares of Common Stock.

     (e) No"Street" or "Nominee" Registration of Class B Stock. Shares of Class
B Stock shall be registered in the names of the  beneficial  owners  thereof and
not in"street" or "nominee" name. For this purpose, a "beneficial owner" of any
shares of Class B Stock shall mean a person who, or an entity  which,  possesses
the power, either single or jointly, to direct the voting or disposition of such
shares.  The corporation  shall note on the  certificates  for shares of Class B
Stock the  existence  of the  restrictions  on transfer  imposed by this Section
2(c).

     (f)  Conversion  of Class B Stock.  Each  share of Class B Stock may at any
time be converted at the election of the holder  thereof into one fully paid and
nonassessable  share of the  Common  Stock.  Any holder of shares of the Class B
Stock may elect to covert  any or all of such  shares at one time or at  various
times  in such  Holder's  discretion.  Such  right  shall  be  exercised  by the
surrender of the certificate  representing each share of the Class B Stock to be
converted to the agent for the registration or transfer of shares of the Class B
Stock at its office, or to the Corporation at its principal  executive  offices,
accompanied by a written notice of the election by the holder thereof to convert
and (if so required by the transfer agent or by the  Corporation) by instruments
of transfer,  in form satisfactory to the transfer agent and to the Corporation,
duly executed by such holder or his duly authorized attorney.  The issuance of a
certificate or  certificates  for shares of the Common Stock upon  conversion of
shares of the Class B Stock shall be made without  charge for any stamp or other
similar tax in respect of such  issuance.  However,  if any such  certificate or
certificates  is or are to be issued in a name  other than that of the holder of
the  share or  shares  of the Class B Stock  converted,  the  person or  persons
requesting  the  issuance  thereof  shall  pay to the  transfer  agent or to the
Corporation  the  amount of any tax which may be  payable in respect of any such
transfer, or shall establish to the satisfaction of the transfer agent or of the
Corporation  that such tax has been paid. As promptly as  practicable  after the
surrender for conversion of a certificate or certificates representing shares of
the Class B Stock  and the  payment  of any tax as  hereinbefore  provided,  the
Corporation  will deliver or cause to be delivered at the office of the transfer
agent to,  or upon the  written  order of,  the  holder of such  certificate  or


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certificates, a certificate or certificates representing the number of shares of
the Common Stock issuable upon such conversion,  issued in such name or names as
holder may direct. Such conversion shall be deemed to have been made immediately
prior to the close of business on the date of the  surrender of the  certificate
or  certificates  representing  shares of the Class B Stock (if on such date the
transfer books of the Corporation shall be closed, then immediately prior to the
close of business on the first date  thereafter  that said books shall be open),
and all rights of such holder  arising  from  ownership of shares of the Class B
Stock shall cease at such time, and the person or persons in whose name or names
the certificate or certificates  representing  shares of the Common Stock are to
be issued shall be treated for all purposes as having  become the record  holder
or  holders of such  shares of the Common  Stock at such time and shall have and
may exercise all the rights and powers  appertaining  thereto. No adjustments in
respect of past cash dividends shall be made upon the conversion of any share of
the Class B Stock;  provided,  however,  that if any shares of the Class B Stock
shall be  converted  subsequent  to the record date for the payment of a cash or
stock dividend or other distribution on shares of the Class B Stock but prior to
such payment,  the registered  holder of such shares at the close of business on
such record  date shall be  entitled  to receive  the cash or stock  dividend or
other distribution payable to holders of the Common Stock. All shares of Class B
Stock  received by the  Corporation  upon  conversion  thereof into Common Stock
shall  be  retired  and not  reissued  except  as  otherwise  described  in this
Certificate of  Incorporation.  The  Corporation  shall at all times reserve and
keep  available,  solely for the purpose of issue upon conversion of outstanding
shares of the Class B Stock, such number of shares of the Common Stock as may be
issuable  upon the  conversion  of all such  outstanding  shares  of the Class B
Stock,  provided,  the  Corporation may deliver shares of the Common Stock which
have previously been exchanged for shares of the Class B Stock or which are held
in the  treasury  of the  Corporation  for  shares  of the  Class B Stock  to be
converted.  If any  shares of the  Common  Stock  require  registration  with or
approval  of any  governmental  authority  under any federal or state law before
such shares of the Common Stock may be issued upon  conversion,  the Corporation
will cause such shares to be duly  registered  or approved,  as the case may be.
The Corporation  will endeavor to list shares of the Common Stock required to be
delivered upon  conversion  prior to such delivery upon any national  securities
exchange or national market system on which the outstanding shares of the Common
Stock may be listed at the time of such delivery. All shares of the Common Stock
which may be issued upon  conversion  of shares of the Class B Stock will,  upon
issue, be fully paid and nonassessable.

     3. Issuance of the Class B Stock.

     a. Initial Issuance. The Board of Directors may authorize by resolution the
manner in which  shares of the Class B Stock shall  initially  be issued and may
set such terms and conditions as it deems  appropriate or advisable with respect
thereto,  without  any vote or  other  action  by the  stockholders,  except  as
otherwise  required  by law.  Such  initial  issuance  shall only be to the then
holders of the Common Stock.

     4.  Preferred  Stock.  The  powers,  preferences,  rights,  qualifications,
limitations and  restrictions  pertaining to the Preferred  Stock, or any series
thereof,  shall be such as may be fixed by the  Board of  Directors  in its sole
discretion, authority to do so being hereby expressly vested in such Board.

     5.  Issuance  of the  Common  Stock  and the  Preferred  Stock;  Subsequent
Issuance of Class B Stock.  The Board of Directors of the  Corporation  may from
time to time  authorize by  resolution  the issuance of any or all shares of the
Common  Stock,  Class B Stock  and the  Preferred  Stock  herein  authorized  in
accordance  with the  terms and  conditions  set  forth in this  Certificate  of
Incorporation for such purposes, in such amounts, to such persons, corporations,
or entities, for such consideration,  and in the case of the Preferred Stock, in
one or  more  series,  all as the  Board  of  Directors  in its  discretion  may
determine  and without any vote or other action by the  stockholders,  except as
otherwise required by law. In the case of a resolution  authorizing the issuance
of any  shares of the Class B Stock,  such  resolution  shall be  adopted by the

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unanimous  vote of the  Board of  Directors.  At any time  shares of the Class B
Stock are  outstanding,  the Board of  Directors  may issue shares of the Common
Stock  in the  form  of a  distribution  or  distributions  pursuant  to a stock
dividend or split-up of the shares of the Common  Stock only to the then holders
of the outstanding shares of the Common Stock and in conjunction with and in the
same ratio as a stock dividend or split-up of the shares of the Class B Stock.

     6. Cumulative Voting. Except as otherwise required by applicable law, there
shall be no cumulative voting on any matter brought to a vote of stockholders of
the Corporation.

     FIFTH: Adoption of Bylaws.

     In furtherance and not in limitation of the powers conferred by statute and
subject to Article Sixth hereof, the Board of Directors is expressly  authorized
to adopt,  repeal,  rescind,  alter or amend in any  respect  the  bylaws of the
Corporation (the "Bylaws").

     SIXTH: Shareholder Amendment of Bylaws.

     Notwithstanding  Article  Fifth  hereof,  the Bylaws  may also be  adopted,
repealed,  rescinded,  altered or amended in any respect by the  stockholders of
the  Corporation,  but only by the  affirmative  vote of the holders of not less
than seventy-five percent (75%) of the voting power of all outstanding shares of
Voting  Stock (as defined in  paragraph  (f) of Section 3 of Article  Fourteenth
hereof),  regardless of class and voting together as a single voting class, and,
where such  action is  proposed  by an  Interested  Stockholder  (as  defined in
paragraph (d) of Section 3 of Article Fourteenth hereof), or by any Affiliate or
Associate  (each as defined in paragraph (g) of Section 3 of Article  fourteenth
hereof) of an Interested Stockholder,  by the affirmative vote of the holders of
a  majority  of the  voting  power of all  outstanding  shares of Voting  Stock,
regardless of class and voting  together as a single  voting  class,  other than
shares held by the  Interested  Stockholder  which proposed (or the Affiliate or
Associate of which proposed) such action,  or any Affiliate or Associate of such
Interested Stockholder; provided, however, that where such action is approved by
a majority of the Continuing Directors (as defined in paragraph (a) of Section 3
of Article Fourteenth hereof),  the affirmative vote of a majority of the voting
power of all outstanding shares of Voting Stock,  regardless of class and voting
together  as a single  voting  class,  shall be  required  for  approval of such
action.

     SEVENTH: Board of Directors.

     The business and affairs of the  Corporation  shall be managed by and under
the  direction of the Board of  Directors.  Except as may  otherwise be provided
pursuant  to Section 4 of Article  Fourth  hereof in  connection  with rights to
elect additional directors under specified circumstances which may be granted to
the  holders  of any class or series of  Preferred  Stock,  the exact  number of
directors of the Corporation shall be determined from time to time by a Bylaw or
amendment thereto.

     EIGHTH: Classification of Board of Directors.

     The Board of Directors shall be and is divided into three classes: Class I,
Class II and Class III. The number of directors in each class shall be the whole
number contained in the quotient  obtained by dividing the authorized  number of
directors  by three.  If a fraction is also  contained  in such  quotient,  then
additional  directors  shall be  apportioned  as  follows:  if such  fraction is
one-third,  the  additional  director  shall be a member of Class I; and if such
fraction is  two-thirds,  one of the additional  directors  shall be a member of
Class I and the  other  shall  be a member  of Class  II.  Except  as  otherwise
required by applicable  law, each director  shall serve for a term ending on the
date of the third Annual Meeting of Stockholders of the Corporation (the "Annual

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Meeting")  following  the Annual  Meeting at which such  director  was  elected;
provided,  however,  that all of the Corporation's initial directors shall serve
for a term ending on the date of the first Annual Meeting and that the directors
elected at the Corporation's first Annual Meeting to Class III shall serve for a
term ending on the date of the first Annual  Meeting next  following  the end of
the calendar year 1986, the directors  first elected to Class II shall serve for
a term ending on the date of the second Annual Meeting next following the end of
the calendar  year 1986 and the  directors  first elected to Class I shall serve
for a term ending on the date of the third Annual Meeting next following the end
of the calendar year 1986. All directors,  whether elected by holders of Class B
Stock or Common Stock, shall have equal standing.

     Notwithstanding  the  foregoing  provisions  of this Article  Eighth:  each
director  shall serve until his  successor is elected and qualified or until his
death, resignation or removal; no decrease in the authorized number of directors
shall  shorten the term of any incumbent  director;  and  additional  directors,
elected pursuant to Section 4 of Article Fourth hereof in connection with rights
to elect such additional  directors under specified  circumstances  which may be
granted to the holders of any class or series of Preferred  Stock,  shall not be
included in any class,  but shall  serve for such term or terms and  pursuant to
such  other  provisions  as are  specified  in the  resolution  of the  Board of
Directors establishing such class or series.

         NINTH:  Vacancies on Board of Directors.

     Except as may otherwise be provided pursuant to Section 4 of Article Fourth
hereof in connection with rights to elect  additional  directors under specified
circumstances  which may be  granted  to the  holders  of any class or series of
Preferred Stock, newly created directorships  resulting from any increase in the
number of directors,  or any vacancies on the Board of Directors  resulting from
death,  resignation,  removal  or other  causes,  shall be filled  solely by the
affirmative  vote of a  majority  of the  remaining  directors  then in  office,
regardless  of their  class,  even  though  less  than a quorum  of the Board of
Directors.  Any director elected in accordance with the preceding sentence shall
hold  office for the  remainder  of the full term of the class of  directors  in
which the new  directorship  was created or the vacancy  occurred and until such
director's  successor  shall  have been  elected  and  qualified  or until  such
director's death, resignation or removal, whichever first occurs.

     TENTH: Removal of Directors.

     Except as may otherwise be provided pursuant to Section 4 of Article Fourth
hereof in connection with rights to elect  additional  directors under specified
circumstances  which may be  granted  to the  holders  of any class or series of
Preferred Stock, any director may be removed from office only for cause and only
the affirmative vote of the holders of not less than seventy-five  percent (75%)
of the voting power of all  outstanding  shares of Voting Stock entitled to vote
in connection with the election of such director, regardless of class and voting
together as a single voting class; provided, however, that where such removal is
approved by a majority of the Continuing  Directors,  the affirmative  vote of a
majority of the voting power of all outstanding  shares of Voting Stock entitled
to vote in connection  with the election of such  director,  regardless of class
and voting together as a single voting class,  shall be required for approval of

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such  removal.  Failure of an  incumbent  director to be  nominated  to serve an
additional  term of office shall not be deemed a removal  from office  requiring
any stockholder vote.

     ELEVENTH: Stockholder Action.

     Any action  required or  permitted to be taken by the  stockholders  of the
Corporation  must be effected at a duly  called  Annual  Meeting or at a special
meeting of  stockholders  of the  Corporation,  unless such action  requiring or
permitting  stockholder  approval is  approved  by a majority of the  Continuing
Directors,  in which case such action may be  authorized or taken by the written
consent of the holders of  outstanding  shares of Voting  Stock  having not less
than the minimum  voting power that would be necessary to authorize or take such
action at a meeting of stockholders at which all shares entitled to vote thereon
were present and voted,  provided all other  requirements  of applicable law and
this Certificate have been satisfied.

     TWELFTH: Special Stockholder Meetings.

     Special  meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by a majority of the Board of Directors or by
the Chairman of the Board or the President.  Special  meetings may not be called
by any other person or persons.  Each special meeting shall be held at such date
and time as is  requested by the person or persons  calling the meeting,  within
the limits fixed by law.

     THIRTEENTH: Location of Stockholder Meetings.

     Meetings of  stockholders  of the Corporation may be held within or without
the State of Delaware,  as the Bylaws may provide.  The books of the Corporation
may be kept (subject to any  provision of  applicable  law) outside the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of directors or in the Bylaws.

     FOURTEENTH: Business Combinations.

     1. General Requirements for Approval.  Subject to the provisions of Section
2 of this  Article  Fourteenth,  in  addition  to any vote  required  by law,  a
Business  Combination  (as defined in paragraph (b) of Section 3 of this Article
Fourteenth) shall be approved by the affirmative vote of the holders of not less
than:

     (a)  seventy-five  percent  (75%) of the  voting  power of all  outstanding
shares of Voting  Stock,  regardless  of class and voting  together  as a single
voting class; and

     (b) a majority  of the  voting  power of all  outstanding  shares of Voting
Stock,  other than shares held by any  Interested  Stockholder  which is (or the
Affiliate or Associate of which is) a party to such Business  Combination  or by
any Affiliate or Associate of such Interested  Stockholder,  regardless of class
and voting together as a single voting class.

     The affirmative votes referred to in paragraphs (a) and (b) of this Section
1 shall be required  notwithstanding  the fact that no vote may be required,  or
that a lesser  percentage  or  proportion  may be  specified,  by law, or in any
agreement  between the Corporation and any national  securities  exchange or any
other person, or otherwise.

<page>
     2. Alternative Requirements for Approval. Notwithstanding the provisions of
Section 1 of this Article Fourteenth,  a Business Combination may be approved if
all of the conditions specified in either of the following paragraphs (a) or (b)
have been satisfied:

     (a) both of the following  conditions  specified in clauses (i) and (ii) of
this paragraph (a) have been satisfied:

     (i) there  are one or more  Continuing  Directors  and a  majority  of such
Continuing Directors shall have approved such Business Combination; and

     (ii) such Business  Combination shall have been approved by the affirmative
vote of the Corporation's  stockholders  required by law, if any such vote is so
required; or

     (b) all of the following  conditions specified in clauses (i) through (vii)
of this paragraph (b) have been satisfied:

     (i) such Business  Combination  shall have been approved by the affirmative
vote of holders of a majority of the voting power of all  outstanding  shares of
Voting Stock, regardless of class and voting together as a single voting class;

     (ii) the aggregate amount of (A) the cash and (B) the Fair Market Value (as
defined in  paragraph  (i) of Section 3 of this Article  Fourteenth),  as of the
date of the consummation of the Business Combination (the "Consummation  Date"),
of  consideration  other than cash  received or to be  received,  per share,  by
holders  of shares of Common  Stock in such  Business  Combination,  shall be at
least equal to the higher of the following:

     (I) (if  applicable)  the highest per share price  (including any brokerage
commissions,  transfer taxes and soliciting  dealers' fees) paid or agreed to be
paid by the  Interested  Stockholder  which is (or the Affiliate or Associate of
which is) a party to such  Business  Combination  for any shares of Common Stock
(x) within the two-year  period  immediately  prior to and including the date of
the final public announcement of the terms of the proposed Business  Combination
(the "Announcement  Date"),  or (y) in the  transaction  in which it  became an
Interested Stockholder, whichever is higher; or

     (II)  the  Fair  Market  Value  per  share  of  Common  Stock  (x)  on  the
Announcement Date, or (y) on the date on which the Interested Stockholder became
an Interested Stockholder (the "Determination Date"), whichever is higher;

     (iii) the  aggregate  amount of (A) the cash and (B) the Fair Market Value,
as of the Consummation Date, of consideration  other than cash received or to be
received,  per share,  by holders of shares of any class of  outstanding  Voting
Stock other than Common Stock in such  Business  Combination,  shall be at least

<page>

equal to the highest of the following (it being  intended that the  requirements
of this clause  (iii) shall be required to be met with respect to every class of
outstanding Voting Stock other than Common Stock, whether or not such Interested
Stockholder (or such Affiliate or Associate) has previously  acquired any shares
of a particular class of Voting Stock):

     (I) (if  applicable)  the highest per share price  (including any brokerage
commissions,  transfer taxes and soliciting  dealers' fees) paid or agreed to be
paid by the Interested  Stockholder for any shares of such class of Voting Stock
(x) within the two-year period  immediately  prior to the Announcement  Date, or
(y) in the transaction in which it became an Interested  Stockholder,  whichever
is higher;

     (II) (if applicable) the highest preferential amount per share to which the
holders of shares of such class of Voting Stock are entitled in the event of any
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
Corporation; or

     (III) the Fair Market  Value per share of such class of Voting Stock (x) on
the Announcement Date; or (y) on the Determination Date, whichever is higher;

     (iv) the  consideration to be received by the holders of a particular class
of outstanding  Voting Stock (including Common Stock) shall be in cash or in the
same form as the Interested  Stockholder  has previously paid (or agreed to pay)
for shares of such class of Voting Stock; if the Interested Stockholder has paid
for shares of any class of Voting Stock with varying forms of consideration, the
form of  consideration  to be  received  by  holders  of shares of such class of
Voting Stock shall be either cash or the form used to acquire the largest number
of shares of such class of Voting Stock  previously  acquired by such Interested
Stockholder;  and the price determined in accordance with clauses (ii) and (iii)
of this paragraph (b) shall be subject to appropriate adjustment in the event of
any stock dividend, stock split, combination of shares or similar event;

     (v) after such Interested Stockholder has become an Interested Stockholder,
and  prior  to the  consummation  of such  Business  Combination,  neither  such
Interested Stockholder nor any of its Affiliates or Associates shall have become
the  beneficial  owner of any additional  shares of Voting Stock,  except (A) as
part of the transaction which resulted in such Interested  Stockholder  becoming
an Interested  Stockholder,  or (B) upon  conversion of  convertible  securities
acquired  by it prior to such  Interested  Stockholder  becoming  an  Interested
Stockholder, or as a result of a stock split or a pro rata stock dividend;

     (vi)  after  such   Interested   Stockholder   has  become  an   Interested
Stockholder,  neither such  Interested  Stockholder nor any of its Affiliates or
Associates  shall have  received the  benefit,  directly or  indirectly  (except
proportionately as a stockholder), of any loans, advances,  guarantees,  pledges
or  other  financial  assistance  or any tax  credits  or other  tax  advantages
provided by the  Corporation,  whether in  anticipation of or in connection with
such Business Combination or otherwise; and

<page>
     (vii) a proxy or information  statement  describing  the proposed  Business
Combination and complying with the  requirements of the Securities  Exchange Act
of 1934, as amended, and the rules and regulations thereunder (or any subsequent
provisions  replacing  such Act,  rules and/or  regulations)  shall be mailed to
stockholders  of  the  Corporation  at  least  thirty  (30)  days  prior  to the
consummation  of  such  Business  Combination  (whether  or not  such  proxy  or
information  statement  is  required to be mailed  pursuant  to such Act,  rules
and/or regulations or such subsequent provisions).

     3. Certain Definitions.  For purposes of this Certificate of Incorporation,
the following definitions shall apply:

     (a) "Continuing  Director" means either a director  originally elected upon
the incorporation of the Corporation or (i) any member of the Board of Directors
who (A) is not an  Interested  Stockholder  or an  Affiliate  or Associate of an
Interested  Stockholder  and (B) was a member of the Board of Directors prior to
the time that an Interested  Stockholder became an Interested  Stockholder,  and
(ii) any person who is elected or nominated to succeed a Continuing Director, or
to join the Board of Directors, by a majority of the Continuing Directors.

     (b)  "Business  Combination"  means  any  one  or  more  of  the  following
transactions referred to in clauses (i) through (vi) of this paragraph (b):

     (i) any merger or  consolidation  of the  Corporation or any Subsidiary (as
defined in  paragraph  (h) of this  Section  3) with or into (A) any  Interested
Stockholder  or (B) any other  corporation  (whether or not itself an Interested
Stockholder)  which immediately before is, or after such merger or consolidation
would be, an Affiliate or Associate of an Interested Stockholder;

     (ii)  any  sale,  lease,  exchange,  mortgage,  pledge,  transfer  or other
disposition (in one transaction or a series of related  transactions) to or with
any  Interested  Stockholder,  Affiliate  and/or any Associate of any Interested
Stockholder of any assets of the Corporation  and/or any Subsidiary,  where such
assets have an aggregate Fair Market Value of Five Million Dollars  ($5,000,000)
or more;

     (iii) the issuance or transfer by the Corporation and/or any Subsidiary (in
one transaction or a series of related transactions) of any equity securities of
the Corporation  and/or any Subsidiary to a person which,  immediately  prior to
such  issuance or  transfer,  is an  Interested  Stockholder  or an Affiliate or
Associate of an Interested  Stockholder,  where such equity  securities  have an
aggregate Fair Market Value of Five Million Dollars ($5,000,000) or more;

     (iv)  the  adoption  of  any  plan  or  proposal  for  the  liquidation  or
dissolution of the Corporation proposed by an Interested Stockholder;

<page>
     (v) any reclassification of securities  (including any reverse stock split)
or  recapitalization  of the Corporation,  or any merger or consolidation of the
Corporation with any of its Subsidiaries or any similar transaction  (whether or
not with or into or otherwise  involving an Interested  Stockholder),  which has
the  effect,  directly  or  indirectly,  of  increasing  the  percentage  of the
outstanding  shares  of any class of equity  or  convertible  securities  of the
Corporation  or any  Subsidiary  which is  directly or  indirectly  owned by any
Interested  Stockholder or by any Affiliate  and/or  Associate of any Interested
Stockholder; or

     (vi) any agreement,  contract or other arrangement providing for any of the
transactions described in clauses (i) through (v) of this paragraph (b).

     (c) A "person" means an individual,  firm, partnership,  trust, corporation
or other entity.

     (d) "Interested  Stockholder" means any person who or which,  together with
its Affiliates and Associates,  as of the record date for the  determination  of
stockholders  entitled to notice of, and to vote on, any  Business  Combination,
the removal of a director or the adoption of any proposed amendment, alteration,
rescission or repeal of any provisions of this  Certificate of  Incorporation or
any Bylaw, or immediately prior to the Consummation Date:

     (i) is the  beneficial  owner (as defined in paragraph  (e) of this Section
3), directly or indirectly,  of five percent (5%) or more of the voting power of
(A) all outstanding  shares of Voting Stock or (B) all outstanding shares of the
capital stock of a Subsidiary having general voting power ("Subsidiary  Stock");
or

     (ii) is an assignee of or has  otherwise  succeeded  to any share of Voting
Stock or  Subsidiary  Stock which was, at any time  within the  two-year  period
prior  thereto,  beneficially  owned  by any  person  who at  such  time  was an
Interested Stockholder, and such assignment or succession shall have occurred in
the course of a  transaction  or series of  transactions  not involving a public
offering  within the meaning of the Securities Act of 1933, as amended,  and the
rules and regulations  thereunder (or any subsequent  provisions  replacing such
Act, rules and/or regulations);

     (e) A person is the "beneficial owner" of any shares of capital stock:

     (i) which such person or any of its  Affiliates or Associates  beneficially
owns, directly or indirectly;

     (ii) which such person or any of its  Affiliates or Associates  has (A) the
right to acquire  (whether such right is  exercisable  immediately or only after
the passage of time), pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights,  exchange rights warrants or options, or
otherwise,  or (B) the right to vote pursuant to any  agreement,  arrangement or
understanding; or

<page>

     (iii) which are beneficially  owned,  directly or indirectly,  by any other
person  with  which  such  first-mentioned  person or any of its  Affiliates  or
Associates has any agreement,  arrangement or  understanding  for the purpose of
acquiring,  holding,  voting or disposing of any shares of capital  stock of the
Corporation or a Subsidiary, as the case may be.

     (f)  "Voting  Stock"  means the  capital  stock of the  Corporation  having
general  voting  power.  For the purpose of  determining  whether a person is an
Interested  Stockholder  pursuant to paragraph (d) of this Section 3, the number
of shares of Voting Stock or Subsidiary  Stock, as the case may be, deemed to be
outstanding  shall  include  shares  deemed owned by a beneficial  owner through
application  of paragraph (e) of this Section 3, but shall not include any other
shares of Voting  Stock or  Subsidiary  Stock,  as the case may be, which may be
issuable  to  any  other  person  pursuant  to  any  agreement,  arrangement  or
understanding,  or upon exercise of conversion rights,  warrants or options,  or
otherwise.

     (g) "Affiliate" and "Associate" have the respective meanings given to those
terms in Rule 12b-2 of the General Rules and  Regulations  under the  Securities
Exchange Act of 1934, as amended, as is effect on June 1, 1985.

     (h) "Subsidiary"  means any corporation of which a majority of any class of
equity  security (as defined in Rule 3a11-1 of the General Rules and Regulations
under the Securities  Exchange Act of 1934, as amended,  as in effect on June 1,
1985) is owned, directly or indirectly, by the Corporation.

     (i) "Fair  Market  Value"  means  (i) in the case of stock (A) the  highest
closing sale price during the 30-day period including and immediately  preceding
the date in the question of a share of such stock on the Composite  Tape for New
York  Stock  Exchange-Listed  Stocks,  or (B) if such stock is not quoted on the
Composite  Tape, the highest closing sale price during such 30-day period on the
New York Stock  Exchange,  or (C) if such stock is not listed on such  Exchange,
the highest closing sale price during such 30-day period on the principal United
States securities exchange registered under the Securities Exchange Act of 1934,
as amended, on which such stock is listed, or (D) if such stock is not listed on
any such exchange, the highest closing sales price or highest bid quotation,  as
appropriate, with respect to a share of such stock on the National Market System
of the National  Association of Securities  Dealers,  Inc. or any system then in
use during such 30-day period,  or (E) if no such quotations are available,  the
fair market value on the date in question of a share of such stock as determined
in good  faith by a majority  of the  Continuing  Directors  (or if there are no
Continuing Directors, then by a majority of the Board of Directors), and (ii) in
the case of property  other than cash or stock,  the fair  market  value of such
property on the date in question  as  determined  in good faith by a majority of
the  Continuing  Directors (or if there are no Continuing  Directors,  then by a
majority of the Board of Directors).

     (j) In the  event of any  Business  Combination  in which  the  Corporation
survives,  the phrase "consideration other than cash received or to be received"
as used in clauses (ii) and (iii) of paragraph  (b) of Section 2 of this Article
Fourteenth  shall  include the shares of Common  Stock  and/or the shares of any
class of Voting Stock retained by the holder of such shares.

<page>

     4. Powers of Continuing  Directors.  A majority of the Continuing Directors
shall  have the  power  and duty to  determine,  for  purposes  of this  Article
Fourteenth,  on the basis of information  known to them: (a) whether a person is
an  Interested  Stockholder,  (b) the  number  of  shares  of  Voting  Stock  or
Subsidiary Stock  beneficially  owned by any person,  (c) whether a person is an
Affiliate or Associate of another person, (d) whether a person has an agreement,
arrangement or  understanding  with another person as to the matters referred to
in clause (vi) of  paragraph  (b), or clause (ii) or (iii) of  paragraph  (e) of
Section 3 of this Article  Fourteenth,  (e) whether any particular assets of the
Corporation  and/or any  Subsidiary  have an aggregate Fair Market Value of Five
Million Dollars ($5,000,000) or more, or (f) whether the consideration  received
for the  issuance  or  transfer  of  securities  by the  Corporation  and/or any
Subsidiary  has  an  aggregate  Fair  Market  Value  of  Five  Million   Dollars
($5,000,000)  or more.  In  furtherance  and not in  limitation of the preceding
powers  and duties set forth in this  Section  4, a majority  of the  Continuing
Directors  shall  have the  power  and duty to  interpret  all of the  terms and
provisions of this Article Fourteenth.

     5. Fiduciary  Obligation of Interested  Stockholder.  Nothing  contained in
this Article Fourteenth shall be construed to relieve any Interested Stockholder
or any Affiliate or Associate thereof from any fiduciary  obligation  imposed by
law.

     6. Fiduciary Obligation of Board of Directors.  The fact that any action or
transaction complies with the provisions of this Article Fourteenth shall not be
construed to impose any  fiduciary  duty,  obligation or  responsibility  on the
Board of Directors or any member  thereof to approve such action or  transaction
or recommend its adoption or approval to the  stockholders  of the  Corporation,
nor shall such compliance  limit,  prohibit or otherwise  restrict in any manner
the Board of Directors,  or any member thereof,  with respect to evaluations of,
or actions and responses taken with respect to, such action or transaction.

     FIFTEENTH: Stockholder Appraisal Rights in Business Combinations.

     To the  maximum  extent  permissible  under  Section  262  of  the  General
Corporation  Law of the State of Delaware,  the  stockholders of the Corporation
shall  be  entitled  to  the  statutory   appraisal  rights  provided   therein,
notwithstanding  any exception  otherwise provided therein,  with respect to any
Business  Combination  involving the Corporation and any Interested  Stockholder
(or any Affiliate or Associate of any  Interested  Stockholder),  which requires
the  affirmative  vote  specified  in  paragraph  (1) of  Section  1 of  Article
Fourteenth hereof.

     SIXTEENTH: Amendments to Articles Fourth through Sixteenth.

     The provisions set forth in this Article  Sixteenth and in Articles Fourth,
Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh,  Twelfth,  Fourteenth and
Fifteenth  hereof  may not be  repealed,  rescinded,  altered  or amended in any
respect,  and no other provision or provisions may be adopted which impair(s) in
any  respect  the  operation  or  effect  of any such  provision,  except by the
affirmative vote of the holders of not less than  seventy-five  percent (75%) of
the voting power of all outstanding  shares of Voting Stock  regardless of class
and voting together as a single voting class, and, where such action is proposed


<page>
by an Interested  Stockholder  or by any Associate or Affiliate of an Interested
Stockholder,  the  affirmative  vote of the  holders of a majority of the voting
power of all outstanding shares of Voting Stock,  regardless of class and voting
together as a single class, other than shares held by the Interested Stockholder
which  proposed (or the Affiliate or  Association of which proposed such action,
or any Affiliate or Associate of such Interested Stockholder; provided, however,
that where such action is approved  by a majority of the  Continuing  Directors,
the affirmative vote of a majority of the voting power of all outstanding shares
of Voting  Stock,  regardless  of class and voting  together as a single  voting
class, shall be required for approval of such action.

     SEVENTEENTH: Other Amendments.

     The  Corporation  reserves the right to adopt,  repeal,  rescind,  alter or
amend  in  any  respect  any  provision   contained  in  this   Certificate   of
Incorporation  in the manner now or hereafter  prescribed by applicable law, and
all  rights  conferred  on  stockholders  herein  are  granted  subject  to this
reservation. Notwithstanding the preceding sentence, the provisions set forth in
Articles Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth,
Fourteenth,  Fifteenth and Sixteenth may not be repealed,  rescinded, altered or
amended in any  respect,  and no other  provision or  provisions  may be adopted
which  impair(s) in any respect the  operation or effect of any such  provision,
unless such action is approved as specified in Article Sixteenth hereof.

     EIGHTEENTH: Term of Existence.

     The Corporation is to have perpetual existence.

     NINETEENTH: Name and Address of Incorporator.

     The name and mailing address of the incorporator of the Corporation is:

                             Elizabeth A. Huprich
                             261 South Figueroa Street, Suite 400
                             Los Angeles, California  90012

         TWENTIETH:  Liability of Directors

     No  director  of this  Corporation  shall have  personal  liability  to the
Corporation  or any of its  stockholders  for  monetary  damages  for  breach of
fiduciary  duty as a director.  The foregoing  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  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.

     I, THE UNDERSIGNED, being the Secretary of the Corporation,  hereby declare
and certify that this is my act and deed and the facts  herein  stated are true,
and accordingly have hereunto set my hand this ____ day of _________, 2002.



                                             ________________________________
                                                       Gary Yusko
                                                       Secretary