<PAGE>
 
                                                                     EXHIBIT 3.0
                                FOURTH RESTATED
                         CERTIFICATE OF INCORPORATION

                                      OF

                           THE ACKERLEY GROUP, INC.

     The present name of this corporation is The Ackerley Group, Inc. (the
"Corporation").  The Corporation was incorporated under the name Ackerley
Incorporated.  By adopting this Fourth Restated Certificate of Incorporation,
the Third Restated Certificate of Incorporation is being further amended by
adding Article FOURTH, Part 7.  The original Certificate of Incorporation of the
Corporation was filed on June 9, 1978.  This Fourth Restated Certificate of
Incorporation was duly proposed by the directors and adopted by the stockholders
of the Corporation in accordance with the provisions of accordance with the
provisions of Sections 245, 242, and 228 of the Delaware General Corporation
Law.

     The Corporation's Third Restated Certificate of Incorporation is amended
and restated to read in full as follows:

     FIRST:   The name of the Corporation is The Ackerley Group, Inc.

     SECOND:  The registered office of the Corporation in the State of Delaware
is located at Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, and the name of its registered agent at such address is
The Corporation Trust Company.

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

     FOURTH:  The total number of shares of all classes of stock which the
Corporation is authorized to issue is SIXTY-ONE MILLION FOUR HUNDRED SIX
THOUSAND FIVE HUNDRED TEN (61,406,510), divided into two (2) classes as follows:
(i) Fifty Million (50,000,000) shares of Common Stock with a par value of One
Cent ($.01) per share (the "Common Stock"); and (ii) Eleven Million Four Hundred
Six Thousand Five Hundred Ten (11,406,510) shares of Class B Common Stock with a
par value of One Cent ($.01) per share (the "Class B Common Stock").

     A statement of the designations and the powers, preferences and rights and
the qualifications, limitation or restrictions shall be as to the Common Stock
and Class B Common Stock as set forth below:

                                  COMMON STOCK

     Except as otherwise provided herein, all shares of Common Stock and Class B
Common Stock will be identical and will entitle the holders thereof to the same
rights and privileges.

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     Part 1.  Voting Rights.

     Except as otherwise required by law, the holders of Common Stock will be
entitled to one (1) vote per share on all matters to be voted on by the
Corporation's stockholders.  The holders of Class B Common Stock will be
entitled to ten (10) votes per share on all matters to be voted on by the
Corporation's stockholders.  Neither the Common Stock nor the Class B Common
Stock shall have cumulative voting rights, whether voting as separate classes or
a single class.  Except as otherwise required by law, Common Stock and Class B
Common Stock shall vote as a single class on all matters presented for a vote of
the stockholders of the Corporation.

     Part 2.  Restrictions an Transfer of Class B Common Stock.

     (a)  No person holding shares of Class B Common Stock of record (a "Class B
Holder") may transfer, and the Corporation shall not register the transfer of,
any shares of Class B Common Stock, whether by sale, assignment, gift, bequest,
appointment, or otherwise, except to a Permitted Transferee (a "Permitted
Transfer").  The term Permitted Transferee has the following meanings with
respect to each Class B Holder:

          (i)  The following persons shall be "Permitted Transferees" of each
     Class B Holder who is a natural person:

               A.   The spouse or former spouse of such Class B Holder; any
          Original Holder (as defined in clause (c) of this Part 2) or the
          spouse or former spouse of any Original Holder; any lineal descendant
          of any Original Holder or of the spouse or former spouse of any
          Original Holder; and any spouse or former spouse of such lineal
          descendant (hereinafter such Class B Holder's "Family Members");

               B.   The trustee or trustees of a voting trust of which a
          Controlling Number (as defined in clause (c) of this Part 2) of such
          trustees are any of the following (each a "Qualified Persons"): (1)
          such Class B Holder, (2) one of such Class B Holder's Family Members,
          (3) an executive officer (as defined in Rule 3b-7 of the General Rules
          and Regulations under the Exchange Act, as in effect on July 21, 1987,
          the effective date of the Second Restated Certificate of
          Incorporation) of the Corporation or any wholly owned subsidiary of
          the Corporation, or (4) any person who is the duly designated initial
          or subsequent successor of an Original Holder in accordance with the
          terms of such voting trust;

               C.   The trustee or trustees of a trust (other than a voting
          trust) solely for the benefit, of such Class B Holder or one or more
          of such Class B Holder's Permitted Transferees described in each
          subclause of this clause (a) other than subclause (b) or this
          subclause (c);

               D.   Any organization contributions to which are deductible for
          federal income, estate or gift tax purposes or any split-interest
          trust described in Section 664 of the Internal Revenue Code as it may
          from time to time be amended, and of which a Controlling Number of the
          members of the Board or Directors or other 

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          governing body or group having the ultimate authority, inter alia, to
          vote, dispose or direct the voting or disposition of the shares of
          Class B Common Stock held by such organization ("Governing Body") are
          Qualified Persons (a "Charitable Organization");

               E.   A corporation of which a majority of the outstanding shares
          of capital stock entitled to vote generally for the election of
          directors is beneficially owned by, or a partnership of which a
          majority of the partnership interests entitled to participate in the
          management of the partnership are beneficially owned by, such Class B
          Holder or his or her Permitted Transferees described in each subclause
          of this clause (i) other than this subclause (E); and

               F.   If the Class B Holder is deceased, bankrupt or insolvent,
          the estate of such Class B Holder.

          (ii)  In the case of one or more Class B Holders holding shares of
     Class B Common Stock as trustees pursuant to a voting trust or any other
     trust (other than a Charitable Organization or a trust described in clause
     (d) below) as a result of a Permitted Transfer, "Permitted Transferee"
     means, with respect to each share of Class B Common Stock so transferred to
     such trustees, (A) any person who transferred such share of Class B Common
     Stock to such trustees and (B) any Permitted Transferee of any such
     transferor, and, with respect to each Subsequent Class B Share (as defined
     in (c) of this Part 2) held by such trustees, any person who is a Permitted
     Transferee with respect to the share of Class B Common Stock in respect of
     which such Subsequent Class B Share was issued.

          (iii)  In the case of one or more Class B Holders holding shares of
     Class B Common Stock as trustees pursuant to a trust (other than a voting
     trust or a Charitable Organization) which was irrevocable on July 21, 1987,
     the effective date of the Second Restated Certificate of Incorporation,
     "Permitted Transferee" means 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.

          (iv)  In the case of any Charitable Organization that is a Class B
     Holder, "Permitted Transferee" means, (A) with respect to any share of
     Class B Common Stock transferred to such Charitable Organization in a
     Permitted Transfer, the transferor in such Permitted Transfer and any
     Permitted Transferee of such transferor and (B) with respect to each
     Subsequent Class B Share held by such Charitable Organization, any person
     who is a Permitted Transferee with respect to the share of Class B Common
     Stock in respect of which such Subsequent Class B share was issued.

          (v)  In the case of a Class B Holder that is a corporation or
     partnership (other than a Charitable Organization) holding shares of Class
     B Common Stock as a result of a Permitted Transfer, "Permitted Transferee"
     means with respect to each share of Class B Common Stock so transferred to
     such corporation or partnership (A) any person who transferred such share
     are of Class B Common Stock to such corporation or partnership

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     and (B) any Permitted Transferee of any such transferor, and, with respect
     to each Subsequent Class B Share held by such corporation or partnership,
     any person who is a Permitted Transferee with respect to the share of Class
     B Common Stock in respect of which such Subsequent Class B Share was
     issued.

          (vi)  In the case of a Class B Holder that is the estate of a
     deceased, bankrupt or insolvent Class B Holder, "Permitted Transferee"
     means a Permitted Transferee of such deceased, bankrupt or insolvent Class
     B Holder.

     (b)  Notwithstanding anything to the contrary set forth herein, any Class B
Holder may pledge his shares of Class B Common 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 pledgee and shall remain subject to the provisions of this Part
2.  In the event of foreclosure or other similar action with respect to such
shares by the pledgee, such pledges shares of Class B Common Stock may only he
transferred to a Permitted Transferee of the pledgor or converted into shares of
Common Stock, as the pledgee may elect.

     (c)  For purposes of this Part 2:

          (i)  The term "Controlling Number" means the minimum number of
     trustees, in the case of a trust, or members of a Governing Body, in the
     case of any other form of entity, whose affirmative vote is necessary to
     take any action on, or whose negative vote, abstention or failure to attend
     is sufficient to prevent any action with respect to the voting or
     disposition of shares of capital stock held by such entity;

          (ii)  The term "Exchange Act" means the Securities Exchange Act of
     1934, as amended.

          (iii)  The term "Original Holder" means any person to whom or trust to
     which shares of Class B Common Stock are issued in connection with the
     first issuance of such shares as a part of the 1987 stock dividend of the
     Corporation.

          (iv)  The term "Subsequent Class B Share" means any share of Class B
     Common Stock issued by the Corporation to a Class B Holder in respect of an
     existing share of Class B Common Stock held by such Class B Holder.

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

          (vi)  A minor for whom shares of Class B Common Stock are held
     pursuant to the Uniform Gifts to Minors Act, as in effect in any state, or
     any similar law, shall be considered a Class B Holder.

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

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          (viii)  Without derogating from the election conferred upon the
     Corporation pursuant to paragraph clause (d) below, 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.

          (ix) The term "beneficial owner" has the meaning ascribed to such term
     in Rule 13d-3 of the General Rules and Regulations under the Exchange Act,
     as in effect on July 21, 1987, the effective date of the Second Restated
     Certificate of Incorporation.

     (d)  If at any time after July 21, 1987, the effective date of the Second
Restated Certificate of Incorporation, any of the following events shall occur:

          (i)  A Controlling Number of the trustees of any voting trust that is
     a Class B Holder shall cease to be Qualified Persons;

          (ii)  A Controlling Number of the Governing Body of any Charitable
     Organization that is a Class B Holder shall cease to be Qualified Persons;
     or

          (iii)  A corporation or partnership that first became a Class B Holder
     as a result of a Permitted Transfer shall thereafter by reason of any
     transfer of the beneficial ownership of the capital stock or partnership
     interests thereof cease to be a Permitted Transferee of the transferor in
     such Permitted Transfer;

then, at any time after the occurrence of any such event, upon the election of
the Corporation given by written notice to the trustees of such voting trust,
Charitable Organization, corporation or, partnership, as the case may be,
without further act on anyone's part, each share of Class B Common Stock held by
such entity shall be converted into one share of Common Stock, effective upon
the giving of such notice, and the stock certificates formerly representing the
shares of Class B Common Stock held by such entity shall thereupon and
thereafter be deemed to represent such shares of Common Stock.

     (e)  Anything contained in this Part 2 to the contrary notwithstanding:

          (i)  Shares of Class B Common Stock may be registered in the names of
     more than one person only if each person in whose name the shares of Class
     B Common Stock are to be registered is a Permitted Transferee of each such
     other person.  If shares of Class B Common Stock are registered in the
     names of more than one person in accordance with this subclause (i), then
     any transfer of such shares of Class B Common Stock to any Permitted
     Transferee of any person in whose name such shares are registered shall he
     a Permitted Transfer.

          (ii)  Any transfer of shares of Class B Common Stock to an employee
     benefit plan established and maintained by the Corporation or any wholly
     owned subsidiary of the Corporation or any trustee or fiduciary with
     respect to any such plan in such capacity 

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     shall be a Permitted Transfer, and any such plan, trustee or fiduciary
     shall be a Permitted Transferee of any Class B Holder.

     (f)  Any purported transfer of record or beneficial ownership of shares of
Class B Common Stock other than in accordance, with the terms of this Part 2
shall, without any act on anyone's part, result in the conversion of each share
of the purportedly transferred share of Class B Common Stock into one share of
Common Stock effective on the date of such purported transfer, and the stock
certificates formerly representing such shares of Class B Common Stock shall
thereupon and thereafter be deemed to represent such number of shares of Common
Stock.

     (g)  Shares of Class B Common Stock may be issued to, or registered in the
names of the beneficial owners thereof, or in "street" or "nominee" name.  The
Corporation may, in connection with preparing a list of stockholders entitled to
vote at any meeting of stockholders, or as a condition to the transfer or the
registration of shares of Class B Common Stock on the Corporation's books,
require the furnishing of such affidavits or other proof as it deems necessary
to establish that the registered owner of such shares is in fact the beneficial
owner of such shares.

     (h)  The Corporation shall note on the certificates for shares of Class B
Common Stock that the shares represented by such certificates are subject to the
restrictions on transfer and registration of transfer imposed by this Part 2.

     Part 3.  Dividends.  When and as dividends are declared thereon, whether
payable in cash, property or securities of the Corporation, the holders of the
Common Stock and Class B Common Stock will be entitled to share equally, share
for share, in such dividends.

     Part 4.  Conversion.

     4.01  Conversion of Class B Common Stock.  Each record holder of Class B
Common Stock is entitled, at any time to convert any or all of the shares of
such holder's Class B Common Stock into the same number of shares of Common
Stock; provided, that no holder of Class B Common Stock is entitled to convert
any share or shares of Class B Common Stock to the extent that, as a result of
such conversion, such holder or its affiliates would directly or indirectly own,
control, or have power to vote a greater quantity of securities of any kind
issued by the Corporation than such holder and its affiliates are permitted to
own, control or have power to vote under any law or under any regulation, rule
or other requirement of any governmental authority at any time applicable to
such holder and its affiliates.  The Corporation shall at all times reserve and
keep available, solely for the purpose of issuance upon conversion of
outstanding shares of Class B Common Stock, such number of shares of Common
Stock as may be issuable upon the conversion of all such outstanding shares of
Class B Common Stock.

     4.02  Conversion Procedure.

     (a)  Each conversion of shares of Class B Common Stock into shares of
Common Stock will be effected by the surrender of the certificate or
certificates representing the shares to be converted at the principal office of
the Corporation or, at the Corporation's election, at the 

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office of the Corporation's designated transfer agent at any time during normal
business hours, together with a written notice by the holder of such Class B
Common Stock, stating that such holder desires to convert the shares, or a
stated number of shares, of Class B Common Stock represented by such certificate
or certificates into Common Stock and that upon such conversion such holder and
its affiliates will not directly or indirectly own, control or have the power to
vote a greater quantity of securities of any kind issued by the Corporation than
such holder and its affiliates are permitted to own, control or have the power
to vote under any applicable law, regulation, rule or other governmental
requirement (and the receipt of such statement will obligate the Corporation to
issue such Common Stock). Such conversion will be deemed to have been effected
on the date on which such certificate or certificates have been surrendered and
such notice has been received, and at such time the rights of the holder of the
converted Class B Common Stock as such holder will cease and the person or
persons in whose name or names the certificate or certificates for shares of
Common Stock are to be issued upon such conversion will be deemed to have become
the holder or holders of record of the shares of Common Stock represented
thereby.

     (b)  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 (a) the certificate or certificates for the Common Stock
issuable upon such conversion and (b) a certificate representing any Class B
Common Stock which was represented by the certificate or certificates delivered
to the Corporation in connection with such conversion but which was not
converted.

     (c)  If the Corporation in any manner subdivides or combines the
outstanding shares of the class of Common Stock or Class B Common Stock, the
outstanding shares of the other class will be proportionately subdivided or
combined.

     (d)  The issuance of certificates for Common Stock upon conversion of Class
B Common Stock, will 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 Common Stock.

     (e)  The Corporation will not close its books against the transfer of Class
B Common Stock or of Common Stock issued or issuable upon conversion of Class B
Common Stock in any manner which would interfere with the timely conversion of
Class B Common Stock.

     Part 5.  Registration of Transfer.

     The Corporation will keep at its principal office (or such other place as
the Corporation reasonably designates) a register for the registration of shares
of Common Stock and Class B Common Stock.  Upon the surrender of any certificate
representing shares of any such class at such place, the Corporation or its
designated transfer agent will, at the request of the registered holder of such
certificate, execute and deliver a new certificate or certificates in exchange
therefor representing in the aggregate the number of shares of such class
represented by the surrendered certificate, and the Corporation forthwith will
cancel such surrendered certificate.  Each such new certificate will be
registered in such name and will represent such number of 

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shares of such class as is requested by the holder of the surrendered
certificate and will be substantially identical in form to the surrendered
certificate. The issuance of new certificates will be made without charge to the
holders of the surrendered certificates for any issuance tax in respect thereof
or other cost incurred by the Corporation in connection with such issuance.

     Part 6.  Replacement.

     Upon receipt of evidence, reasonably satisfactory to the Corporation (an
affidavit of the registered holder will be satisfactory) of the ownership and
the loss, theft, destruction or mutilation of any certificate evidencing one or
more shares of Common Stock or Class B Common Stock, and in the case of any such
loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to
the Corporation (provided that if the holder is an institutional investor its
own agreement will be satisfactory) or, in the case of any such mutilation upon
surrender of such certificate, the Corporation will (at its expense) execute and
deliver in lieu of such certificate a new certificate of like kind representing
the number of shares of such class represented by such lost, stolen, destroyed
or mutilated certificate and dated the date of such lost, stolen, destroyed or
mutilated certificate.

     Part 7.  New York Stock Exchange, Inc.

     Nothing contained in this Certificate shall impair the settlement of
transactions entered into through the facilities of the New York Stock Exchange,
Inc.

     FIFTH:  So long as the Corporation or any of its subsidiaries hold
authority from the Federal Communications Commission (or any successor thereto)
to operate any television or radio broadcast station, if the Corporation has
reason to believe that the ownership, or proposed ownership, of shares of
capital stock of the Corporation by any stockholder or any person presenting any
shares of capital stock of the Corporation for transfer into his name (a
"Proposed Transferee") may be inconsistent with, or in violation of, any
provision of the Federal Communications Laws (as hereinafter defined) such
stockholder or Proposed Transferee, upon request of the Corporation, shall
furnish promptly to the Corporation such information (including without
limitation, information with respect to citizenship, other ownership interests
and affiliations) as the Corporation shall reasonably request to determine
whether the ownership of, or the exercise of any rights with respect to, shares
of capital stock of the Corporation by such stockholder or Proposed Transferee
is inconsistent with, or in violation of, the Federal Communications Laws.  For
purposes of this Article FIFTH, the term "Federal Communications Laws" shall
mean any law of the United States now or hereafter in effect (and any regulation
thereunder) pertaining to the ownership of, or the exercise of rights of
ownership with respect to capital stock of corporations holding, directly or
indirectly, television or radio station authorizations, including, without
limitation, the Communications Act of 1934, as amended (the "Communications
Act") , and regulations thereunder pertaining to the ownership, or the exercise
of the rights of ownership, of capital stock of corporations holding, directly
or indirectly, television or radio station authorizations, by (i) aliens, as
defined in or under the Communications Act, as it may be amended from time to
time, (ii) persons and entities having interests in television or radio
stations, newspapers and cable television systems or (iii) persons 

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or entities, unilaterally or otherwise, seeking direct or indirect control of
the Corporation, as construed under the Communications Act, without having
obtained any requisite prior Federal regulatory approval to such control.

     If any stockholder or Proposed Transferee from whom information is
requested should fail to respond to such request pursuant to the first paragraph
of this Article or the Corporation shall conclude that the ownership of, or the
exercise of any rights of ownership with respect to, shares of capital stock of
the Corporation, by such stockholder or Proposed Transferee, could result in any
inconsistency with, or violation of, the Federal Communications Laws, the
Corporation may refuse to permit the transfer of shares of capital stock of the
Corporation to such Proposed Transferee, or may suspend those rights of stock
ownership the exercise of which would result in any inconsistency with, or
violation of, the Federal Communications Laws, such refusal of transfer or
suspension to remain in effect until the requested information has been received
or until the Corporation has determined that such transfer, or the exercise of
such suspended rights, as the case may be, is permissible under the Federal
Communications Laws, and the Corporation may exercise any and all appropriate
remedies, at law or in equity, in any court of competent jurisdiction, against
any such stockholder or Proposed Transferee, with a view towards obtaining such
information or preventing or curing any situation which would cause any
inconsistency with, or violation of, any provision of the Federal Communications
Laws.

     The Corporation may note on the certificates of its capital stock that the
shares represented by such certificates are subject to the restrictions set
forth in this Article.

     For purposes of this Article, the word "person" shall include not only
natural persons but partnerships, associations, corporations, joint ventures and
other entities and the word "regulation" shall include not only regulations but
rules, published policies and published controlling interpretations by an
administrative agency or body empowered to administer a statutory provision of
the Federal Communications Laws.

     SIXTH:  Provisions for the management of the business and for the conduct
of the affairs of the Corporation and provisions creating, defining, limiting
and regulating the powers of this Corporation, the directors and stockholders
are as follows:

     (1)  The board of directors shall have the power to make, adopt, alter,
amend and repeal the bylaws of the Corporation without the assent or vote of the
stockholders, including, without limitation, the power to fix, from time to
time, the number of directors which shall constitute the whole board of
directors of the Corporation subject to the right of the stockholders to alter,
amend and repeal the bylaws made by the board of directors,

     (2)  Election of directors of the Corporation need not be written ballot
unless the bylaws so provide.

     (3)  In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the board of directors of the Corporation are
hereby expressly empowered to exercise all such powers and to do all such acts
and things as may be exercised or done by the 

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Corporation; subject, nevertheless, to the provisions of the statutes of the
State of Delaware and of the Certificate of Incorporation as they may be
amended, altered or changed from time to time and to any bylaws from time to
time made by the directors or stockholders; provided, however, that no bylaws so
made shall invalidate any prior act of the board of directors which would have
been valid if such bylaw had not been made.

     SEVENTH:  The Corporation shall, to the full extent permitted by law,
including, without limitation, Section 145 of the Delaware General Corporation
Law, indemnify all directors, officers, employees, agents and other persons whom
it may indemnify pursuant thereto against any liability, and the expenses
incurred in defense of such liability, that may be asserted, against or incurred
by such person arising out of such person's status with or service to or at the
request of  the Corporation.  The Corporation shall pay the expenses of any
director or officer in defense of such liability in advance of the final
disposition of the matter upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation.  Nothing contained
herein shall be deemed to require or make mandatory the purchase and maintenance
of insurance as may be permitted under Section 145(g) of the Delaware General
Corporation Law.

     EIGHTH:  No director or former director of the Corporation shall be
personally liable to this Corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (a) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the Delaware General Corporation Law, (d) for any transaction from which
the director derived an improper personal benefit, or (e) for any act or
omission occurring prior to the date this Article EIGHTH became effective.  Any
repeal or modification of this Article EIGHTH shall not adversely affect any
right or protection of a director or former director of the Corporation existing
at the time of such repeal or modification with respect to acts or omissions
occurring prior to such repeal or modification.

     IN WITNESS WHEREOF, this Fourth Restated Certificate of Incorporation,
which restates and integrates and does further amend the provisions of the
Corporation's Third Restated Certificate of Incorporation, and having been duly
adopted by the Board of Directors of the Corporation and approved by a majority
of the votes held by the Corporation's shareholders in accordance with Sections
242 and 245 of the General Corporation Laws of the State of Delaware, has been
executed this 4th day of May, 1998, by the Corporation's duly authorized
officer.

                              THE ACKERLEY GROUP, INC.


                              By:  /s/ Denis M. Curley
                                  Denis M. Curley
                                  Co-President and Chief Financial Officer,
                                  Secretary and Treasurer

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