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                                                                    EXHIBIT 3.3b


                             CERTIFICATE OF MERGER

                                       OF

                             KATZ MEDIA CORPORATION

                                 WITH AND INTO

                  CHANCELLOR MEDIA CORPORATION OF LOS ANGELES

                       (Under Section 251 of the General
                   Corporation Law of the State of Delaware)


         Chancellor Media Corporation of Los Angeles, a Delaware corporation,
hereby certifies that:

         1.      The name and state of incorporation of each of the constituent
                 corporations is as follows:

                 (a)      Chancellor Media Corporation of Los Angeles, a
Delaware corporation ("CMCLA"); and

                 (b)      Katz Media Corporation, a Delaware corporation
("KMC").

         2.      The Agreement and Plan of Merger (the "Agreement and Plan of
Merger"), dated as of October 28, 1997, by and between CMCLA and KMC has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with Sections 228 and 251 of the General
Corporation Law of the State of Delaware.

         3.      The name of the surviving corporation (the "Surviving
Corporation") shall be, and hereby is, Chancellor Media Corporation of Los
Angeles.

         4.      The Certificate of Incorporation of CMCLA, as amended hereby,
shall be, and hereby is, the Certificate of Incorporation of the Surviving
Corporation, with Article Four of such Certificate of Incorporation amended and
restated in its entirety as set forth in Annex I attached hereto.

         5.      The executed Agreement and Plan of Merger is on file at an
office of the Surviving Corporation, the address of such office being 433 East
Las Colinas Blvd., Suite 1130, Irving, Texas 75039.

         6.      A copy of the Agreement and Plan of Merger will be furnished
by the Surviving Corporation, on request and without cost, to any stockholder
of either of the constituent corporations.
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         IN WITNESS WHEREOF, CMCLA has caused this certificate to be signed as
of the ____ day of October, 1997.


                             CHANCELLOR MEDIA CORPORATION
                             OF LOS ANGELES

                             By:
                                    --------------------------------------------
                                    Name:      Matthew E. Devine
                                    Office:    Chief Financial Officer and Chief
                                               Accounting Officer, Secretary
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                                                                         ANNEX I

ARTICLE FOURTH SHALL BE AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS
FOLLOWS:

                 FOURTH:  The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is 10,002,000 shares
consisting of (a) 10,000,000 shares of preferred stock, par value $.01 per
share (the "Preferred Stock") and (b) 2,000 shares of Common Stock, par value
$.01 per share (the "Common Stock").

                 The designations, powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and the Common Stock are
as follows:

                 1.       Provisions Relating to the Preferred Stock.

                 (a)      The Preferred Stock may be issued from time to time
in one or more classes or series, the shares of each class or series to have
such designations, powers, preferences and rights and such qualifications,
limitations and restrictions thereof as are stated and expressed herein and in
the resolution or resolutions providing for the issue of such class or series
adopted by the Board of Directors of the Corporation (the "Board of Directors")
as hereafter prescribed.

                 (b)      Authority is hereby expressly granted to and vested
in the Board of Directors to authorize the issuance of the Preferred Stock from
time to time in one or more classes or series, and with respect to each class
or series of the Preferred Stock, to fix and state by the resolution or
resolutions from time to time adopted providing for the issuance thereof the
following:

                          (i)     whether or not the class or series is to have
voting rights, full, special or limited, or is to be without voting rights, and
whether or not such class or series is to be entitled to vote as a separate
class either alone or together with the holders of one or more other classes or
series of stock;

                          (ii)    the number of shares to constitute the class
 or series and the designations thereof;

                          (iii)   the preferences and relative, participating,
optional or other special rights, if any, and the qualifications, limitations
or restrictions thereof, if any, with respect to any class or series;

                          (iv)    whether or not the shares of any class or
series shall be redeemable at the option of the Corporation or the holders
thereof or upon the happening of any specified event, and, if redeemable, the
redemption price or prices (which may be payable in the form of cash, notes,
securities or other property) and the time or times at which, and the terms and
conditions upon which, such shares shall be redeemable and the manner of
redemption;





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                          (v)     whether or not the shares of a class or
series shall be subject to the operation of retirement or sinking funds to be
applied to the purchase or redemption of such shares for retirement, and, if
such retirement or sinking fund or funds are to be established, the annual
amount thereof and the terms and provisions relative to the operation thereof;

                          (vi)    the dividend rate, whether dividends are
payable in cash, securities of the Corporation or other property, the
conditions upon which and the times when such dividends are payable, the
preference to or the relation to the payment of dividends payable on any other
class or classes or series of stock, whether or not such dividends shall be
cumulative or noncumulative and, if cumulative, the date or dates from which
such dividends shall accumulate;

                          (vii)   the preferences, if any, and the amounts
thereof which the holders of any class or series thereof shall be entitled to
receive upon the voluntary or involuntary dissolution of, or upon any
distribution of the assets of, the Corporation;

                          (viii)  whether or not the shares of any class or
series, at the option of the Corporation or the holder thereof or upon the
happening of any specified event, shall be convertible into or exchangeable for
the shares of any other class or classes or of any other series of the same or
any other class or classes of stock, securities, or other property of the
Corporation and the conversion price or prices or ratio or ratios or the rate
or rates at which such exchange may be made, with such adjustments, if any, as
shall be stated and expressed or provided for in such resolution or
resolutions; and

                          (ix)    such other special rights and protective
provisions with respect to any class or series as may to the Board of Directors
seem advisable.

                 (c)      The shares of each class or series of the Preferred
Stock may vary from the shares of any other class or series thereof in any or
all of the foregoing respects.  The Board of Directors may increase the number
of shares of the Preferred Stock designated for any existing class or series by
a resolution adding to such class or series authorized and unissued shares of
the Preferred Stock not designated for any other class or series.  The Board of
Directors may decrease the number of shares of the Preferred Stock designated
for any existing class or series by a resolution subtracting from such class or
series authorized and unissued shares of the Preferred Stock designated for
such existing class or series, and the shares so subtracted shall become
authorized, unissued and undesignated shares of the Preferred Stock.

                 (d)      The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the Common
Stock, without a vote of a majority of the holders of the Preferred Stock, or
of any class or series thereof, unless a vote of any such holders is required
pursuant to the certificate or certificates establishing such class or series
of Preferred Stock.

                 2.       Provisions Relating to the Common Stock.

                 (a)      Each share of Common Stock of the Corporation shall
have identical rights and privileges in every respect.  The holders of shares
of Common Stock shall be entitled
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to vote upon all matters submitted to a vote of the stockholders of the
Corporation and shall be entitled to one vote for each share of Common Stock
held.

                 (b)      Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be entitled to receive such dividends
(payable in cash, stock, or otherwise) as may be declared thereon by the board
of directors at any time and from time to time out of any funds of the
Corporation legally available therefor.

                 (c)      In the event of any voluntary or involuntary
liquidation, dissolution, or winding-up of the Corporation, after distribution
in full of the preferential amounts, if any, to be distributed to the holders
of shares of the Preferred Stock or any series thereof, the holders of shares
of the Common Stock shall be entitled to receive all of the remaining assets of
the Corporation available for distribution to its stockholders, ratably in
proportion to the number of shares of the Common Stock held by them.  A
liquidation, dissolution, or winding-up of the Corporation, as such terms are
used in this Paragraph (c), shall not be deemed to be occasioned by or to
include any consolidation or merger of the Corporation with or into any other
corporation or corporations or other entity or a sale, lease, exchange, or
conveyance of all or a part of the assets of the Corporation.

                 3.       General.

                 (a)      Subject to the foregoing provisions of this
Certificate of Incorporation, the Corporation may issue shares of its Common
Stock from time to time for such consideration (not less than the par value
thereof) as may be fixed by the Board of Directors, which is expressly
authorized to fix the same in its absolute and uncontrolled discretion subject
to the foregoing conditions.  Shares so issued for which the consideration
shall have been paid or delivered to the Corporation shall be deemed fully paid
stock and shall not be liable to any further call or assessment thereon, and
the holders of such shares shall not be liable for any further payments in
respect of such shares.

                 (b)      The Corporation shall have authority to create and
issue rights and options entitling their holders to purchase shares of the
Corporation's capital stock of any class or series or other securities of the
Corporation, and such rights and options shall be evidenced by instrument(s)
approved by the Board of Directors.  The Board of Directors shall be empowered
to set the exercise price, duration, times for exercise, and other terms of
such options or rights; provided, however, that the consideration to be
received for any shares of capital stock subject thereto shall not be less than
the par value thereof.