<PAGE>   1
                                                                    EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                      CAPSTAR BROADCASTING PARTNERS, INC.


     FIRST: The name of the corporation is Capstar Broadcasting Partners, Inc.

     SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in New
Castle County, Delaware. The name of its registered agent at such address is
The Corporation Trust Company.

     THIRD: The nature of the business or purposes to be conducted or promoted
by 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 shall have authority to issue is Two Hundred Million (200,000,000)
shares of Common Stock of the par value of One Cent ($0.01) per share.

     FIFTH: The name of the incorporator is P. Gregory Hidalgo and his mailing
address is c/o Vinson & Elkins L.L.P., 3700 Trammell Crow Center, 2001 Ross
Avenue, Dallas, Texas 75201.

     SIXTH: The name and mailing address of each director, who shall serve
until the first annual meeting of stockholders or until their successors are
elected and qualified, are as follows:

<TABLE>
<CAPTION>

         Name                              Address
         ----                              -------
<S>                                        <C>      
         Thomas O. Hicks                   200 Crescent Court, Suite 1600
                                           Dallas, Texas  75201

         Eric C. Neuman                    200 Crescent Court, Suite 1600
                                           Dallas, Texas  75201

         R. Steven Hicks                   600 Congress, Suite 1270
                                           Austin, Texas  78701
</TABLE>




                                      

                                       1
<PAGE>   2




The number of directors of the corporation shall be as specified in, or
determined in the manner provided in, the bylaws. Election of directors need
not be by written ballot.

     SEVENTH: In furtherance of, and not in limitation of, the powers conferred
by statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the bylaws of the corporation.

     EIGHTH: Whenever a compromise or arrangement is proposed between the
corporation and its creditors or any class of them and/or between the
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the corporation under the provisions of Section 279 of Title 8 of
the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the corporation, as the case may be,
and also on the corporation.




                                       2

<PAGE>   3


     NINTH: No director of the corporation shall be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (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. In addition to the circumstances in which a director of the
corporation is not personally liable as set forth in the preceding sentence, a
director of the corporation shall not be liable to the fullest extent permitted
by any amendment to the Delaware General Corporation Law hereafter enacted that
further limits the liability of a director.

     TENTH: The corporation shall have the right, subject to any express
provisions or restrictions contained in this certificate of incorporation or
bylaws of the corporation, from time to time, to amend this certificate of
incorporation or any provision hereof in any manner now or hereafter provided
by law, and all rights and powers of any kind conferred upon a director or
stockholder of this corporation by this certificate of incorporation or any
amendment hereof are subject to such right of the corporation.

     I, the undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Delaware General Corporation
Law, do make this certificate, hereby declaring that this is my act and deed
and that the facts herein stated are true, and accordingly have hereunto set my
hand this 11th day of October, 1996.


                                             /s/ P. GREGORY HIDALGO
                                             ----------------------------------
                                             P. Gregory Hidalgo





                                       3
<PAGE>   4
                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                      CAPSTAR BROADCASTING PARTNERS, INC.

                       (INCORPORATED ON OCTOBER 11, 1996)

              (PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION
                         LAW OF THE STATE OF DELAWARE)


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


         Capstar Broadcasting Partners, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), hereby certifies:

         FIRST, that the board of directors of the Corporation duly adopted
resolutions proposing and declaring advisable the following amendments to the
Certificate of Incorporation of the Corporation in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware:

         "RESOLVED, that the Board of Directors of the Corporation deems and
declares advisable an amendment to the Certificate of Incorporation of the
Corporation to amend Article FOURTH to read in its entirety as follows:

                  FOURTH: The total number of shares of all classes of capital
         stock which the corporation shall have authority to issue is
         210,000,000 shares consisting of (a) 10,000,000 shares of preferred
         stock, par value of $.01 per share (the "Preferred Stock"), and (b)
         200,000,000 shares of common stock, par value of $.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 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



                                       

<PAGE>   5



         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;

                                    (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;




                                       2

<PAGE>   6



                                    (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.

                  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 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




                                       3

<PAGE>   7



         Common Stock held by them. A liquidation, dissolution or winding-up of
         the corporation, as such terms are used in this subparagraph (c),
         shall not be deemed to be occasioned by or to include any merger of
         the corporation with or into one or more corporations or other
         entities, any acquisition or exchange of the outstanding shares of one
         or more classes or series of the corporation or any sale, lease,
         exchange or other disposition of all or a part of the assets of the
         corporation."

         "RESOLVED, that the Board of Directors of the Corporation deems and
declares advisable an amendment to the Certificate of Incorporation of the
Corporation to amend Article ELEVENTH to read in its entirety as follows:

                  ELEVENTH: The following provisions are included for the
         purpose of ensuring that control and management of the corporation
         remain with citizens of the United States and corporations formed
         under the laws of the Unites States or any of the states of the United
         States, as required by the Communications Act of 1934, as the same may
         be amended from time to time:

                           (a) The corporation shall not issue to a) a person
         who is a citizen of a country other than the United States; any entity
         organized under the laws of a government other than the government of
         the United States or any state, territory, or possession of the United
         States; a government other than the government of the United States or
         of any state, territory, or possession of the United States; or a
         representative of, or an individual or entity controlled by, any of
         the foregoing (individually, an "Alien"; collectively, "Aliens") any
         shares of capital stock of the corporation if such issuance would
         result in the total number of shares of such capital stock held or
         voted by Aliens (or for or by the account of Aliens) exceeding 25% of
         (x) the total equity of the corporation outstanding at any time and
         from time to time or (y) the total voting power of all shares of such
         capital stock outstanding and entitled to vote at any time and from
         time to time and shall nor permit the transfer on the books of the
         corporation of any capital stock to any Alien that would result in the
         total number of shares of such capital stock held or voted by Aliens
         (or for or by the account of Aliens) exceeding such 25% limits.

                           (b) No Alien or Aliens, individually or
         collectively, directly or indirectly, shall be entitled to vote or
         direct or control the vote of more than 25% of a. the total equity of
         the corporation outstanding at any time and from time to time or the
         total voting power of all shares of capital stock of the corporation
         outstanding and entitled to vote at any time and from time to time,
         and issuances and transfers of capital stock of the corporation in
         violation of this subsection (b) shall be prohibited.

                           (c) The Board of Directors shall have all powers
         necessary to implement the provisions of this Article ELEVENTH and to
         ensure compliance with the alien ownership restrictions (the "Alien
         Ownership Restrictions") of the




                                       4

<PAGE>   8



         Communications Act of 1934, as amended, and the rules and regulations
         promulgated thereunder, as the same may be amended from time to time
         (collectively, the "Communications Act"), including, without
         limitation, the power to prohibit the transfer of any shares of
         capital stock of the corporation to any Alien and to take or cause to
         be taken such action as it deems appropriate to implement such
         prohibition, including placing a legend regarding restrictions on
         foreign ownership of the capital stock on certificates representing
         such stock.

                           (d) Without limiting the generality of the foregoing
         and notwithstanding any other provision of this Restated Certificate
         of Incorporation to the contrary, all shares of capital stock of the
         corporation determined by the Board of Directors to be owned
         beneficially by an Alien or Aliens or an entity directly or indirectly
         owned by Aliens in whole or in part shall always be subject to
         redemption by the corporation by action of the Board of Directors,
         pursuant to Section 151 of the General Corporation Law of the State of
         Delaware, or any other applicable provision of law, to the extent
         necessary in the judgment of the Board of Directors to comply with the
         Alien Ownership Restrictions. The terms and conditions of such
         redemption shall be as follows:

                                    (i)   the redemption price of the shares to
                  be redeemed pursuant to this Article ELEVENTH shall be equal
                  to the lower of a) the fair market value of the shares to be
                  redeemed, as determined by the Board of Directors in good
                  faith, and such Alien's purchase price for such shares;

                                    (ii)  the redemption price of such shares
                  may be paid in cash, securities or any combination thereof;

                                    (iii) if less than all the shares held by
                  Aliens are to be redeemed, the shares to be redeemed shall be
                  selected in any manner determined by the Board of Directors
                  to be fair and equitable;

                                    (iv)  at least 10 days' written notice of
                  the redemption date shall be given to the holders of record
                  of the shares selected to be redeemed (unless waived in
                  writing by any such holder), provided that the redemption
                  date may be the date on which written notice shall be given
                  to holders if the cash or securities necessary to effect the
                  redemption shall have been deposited in trust for the benefit
                  of such holders and subject to immediate withdrawal by them
                  upon surrender of the stock certificates for their shares to
                  be redeemed duly endorsed in blank or accompanied by duly
                  executed proper instruments of transfer;

                                    (v)   from and after the redemption date, 
                  the shares to be redeemed shall cease to be regarded as
                  outstanding and any and all rights of




                                       5

<PAGE>   9


                  the holders in respect of the shares to be redeemed or
                  attaching to such shares of whatever nature (including
                  without limitation any rights to vote or participate in
                  dividends declared on stock of the same class or series as
                  such shares) shall cease and terminate, and the holders
                  thereof thereafter shall be entitled only to receive the cash
                  or securities payable upon redemption; and

                                    (vi) such other terms and conditions as the
                  Board of Directors shall determine.

         For purposes of this Article ELEVENTH, the determination of beneficial
         ownership of shares of capital stock of the corporation shall be made
         pursuant to Rule 13d-3 under the Securities Exchange Act of 1934,
         unless otherwise required by the Alien Ownership Restrictions."

         SECOND, that in lieu of a meeting and vote of stockholders, the
stockholders of the Corporation have given written consent to said amendments
in accordance with the provisions of Section 228(a) of the General Corporation
Law of the State of Delaware.

         THIRD, that the previously stated amendments to the Certificate of
Incorporation of the Corporation were duly adopted by the stockholders of the
Corporation in accordance with the provisions of Section 242 and of the General
Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate this
13th day of February, 1997.



                                          CAPSTAR BROADCASTING PARTNERS, INC.



                                          By:  /s/ R. STEVEN HICKS
                                               --------------------------------
                                               R. Steven Hicks, President






                                       6


<PAGE>   10
                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                      CAPSTAR BROADCASTING PARTNERS, INC.

                       (INCORPORATED ON OCTOBER 11, 1996)

              (PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION
                         LAW OF THE STATE OF DELAWARE)


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


         Capstar Broadcasting Partners, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), hereby certifies:

         FIRST, that the board of directors of the Corporation duly adopted
resolutions proposing and declaring advisable the following amendments to the
Certificate of Incorporation of the Corporation in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware:

         "RESOLVED, that the Board of Directors of the Corporation deems and
declares advisable an amendment to the Certificate of Incorporation of the
Corporation to amend Article FOURTH to read in its entirety as follows:

                  FOURTH: The total number of shares of all classes of capital
         stock which the Corporation shall have authority to issue is
         260,000,000 shares consisting of (a) 10,000,000 shares of preferred
         stock, par value of One Cent ($.01) per share (the "Preferred Stock"),
         (b) 200,000,000 shares of Class A Common Stock, par value of One Cent
         ($.01) per share (the "Class A Common Stock"), and (c) 50,000,000
         shares of Class B Common Stock, par value of One Cent ($.01) per share
         (the "Class B Common Stock) (the Class A Common Stock and Class B
         Common Stock, collectively, the "Common Stock").

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

                  1.       Reclassification of Existing Capital Stock.

                           (a) Subject to paragraph (b) below, upon the filing
         of this Certificate of Amendment to Certificate of Incorporation, each
         share of Common Stock, par value of One Cent ($.01) per share, of the
         Corporation then outstanding shall be reclassified into one share of
         the Class A Common Stock (such reclassification being the
         "Reclassification"), and thereupon the authorized capital stock of the
         Corporation shall be as provided in the first paragraph of Article
         FOURTH above.




<PAGE>   11



                           (b) After the Reclassification, each holder of the
         shares of capital stock of the Corporation being reclassified as
         provided herein shall be entitled to receive, upon surrender at the
         office of the Corporation or the transfer agent for the Common Stock
         of such holder's certificate or certificates representing the shares
         being reclassified, duly endorsed in blank or accompanied by duly
         executed proper instruments of transfer, as promptly as practicable
         after such surrender one or more certificates evidencing the Class A
         Common Stock issuable to such holder in respect of the
         Reclassification. After the Reclassification, pending the issuance and
         delivery of such certificates in accordance herewith, the certificate
         or certificates evidencing the shares of capital stock being
         reclassified shall be deemed to evidence the shares of Class A Common
         Stock issuable upon the Reclassification.

                  2.       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 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




                                       2

<PAGE>   12



                  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;

                                    (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



                                       3

<PAGE>   13



         Stock designated for such existing class or series, and the shares so
         subtracted shall become authorized, unissued and undesignated shares
         of the Preferred Stock.

                  3.  Provisions Relating to the Common Stock.

                      (a) General. Except as otherwise provided herein or as
otherwise provided by applicable law, all shares of Common Stock shall have
identical rights and privileges in every respect.

                      (b) Dividends. Subject to the prior rights and
preferences, if any, applicable to shares of the Preferred Stock, the holders
of the Common Stock shall be entitled to participate ratably, on a
share-for-share basis as if all shares were of a single class, in such
dividends, whether in cash, stock or otherwise, as may be declared by the Board
of Directors from time to time out of funds of the Corporation legally
available therefor; provided, however, that any dividends payable in shares of
Common Stock (or payable in rights to subscribe for or purchase shares of
Common Stock or securities or indebtedness convertible into shares of Common
Stock) shall be declared and paid at the same rate on each class of Common
Stock and only in shares of Class A Common Stock (or rights to subscribe for or
purchase shares of Class A Common Stock or securities or indebtedness
convertible into shares of Class A Common Stock) to holders of Class A Common
Stock, and in shares of Class B Common Stock (or rights to subscribe for or
purchase shares of Class B Common Stock or securities or indebtedness
convertible into shares of Class B Common Stock) to holders of Class B Common
Stock.

                      (c) Voting. The holders of Class A Common Stock shall be
entitled to one vote per share with respect to all matters submitted to a vote
of stockholders. The Class B Common Stock shall not be entitled to vote, except
as required by law.

                      (d) Adjustments for Stock Splits and Stock Dividends. The
Corporation shall treat the shares of Common Stock identically in respect of
any subdivisions or combinations (for example, if the Corporation effects a
two-for-one stock split with respect to the Class A Common Stock, it shall at
the same time effect a two-for-one stock split with respect to the Class B
Common Stock).

                      (e) Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution, or winding-up of the Corporation, after
all creditors of the Corporation shall have been paid in full and after payment
of all sums payable in respect of Preferred Stock, if any, the holders of the
Common Stock shall share ratably on a share-for-share basis in all
distributions of assets pursuant to such voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation. For the purposes of this
paragraph (e), neither the merger nor the consolidation of the Corporation into
or with another entity or the merger or consolidation of any other entity into
or with the Corporation, or the sale, transfer, or other disposition of all or
substantially all the assets of the Corporation, shall be deemed to be a
voluntary or involuntary liquidation, dissolution, or winding-up of the
Corporation.



                                       4

<PAGE>   14



                      (f) Consideration in Substantial Transaction. In any
merger, consolidation or business combination, the per share consideration
received by the holders of the Common Stock must be economically identical,
except that in any such transaction, any capital stock issued to holders of
Common Stock may differ as to rights to the same extent as the rights of the
classes of Common Stock authorized hereby differ.

                      (g) Conversion. Subject to required consent of the
Federal Communication Commission (the "FCC"), if any, the shares of Class B
Common Stock shall be convertible in whole or in part at any time at the option
of the holder or holders thereof into an equal number of fully paid and
non-assessable shares of Class A Common Stock, for no additional consideration.
At the time of any such conversion or, in the event such conversion requires
the consent of the FCC, at the time the FCC order approving such a conversion
becomes a final order, the holder or holders of Class B Common Stock shall
deliver to the office of the Corporation or any transfer agent for the Common
Stock the certificate or certificates representing the shares of Class B Common
Stock to be converted, duly endorsed in blank or accompanied by duly executed
proper instruments of transfer, and written notice to the Corporation stating
that such holder or holders elect(s) to convert such share or shares and
stating the name and addresses in which each certificate for shares of Class A
Common Stock issued upon such conversion is to be issued. Conversion shall be
deemed to have been effected at the time and date when such delivery is made to
the Corporation or the transfer agent of the shares to be converted, and the
person exercising such voluntary conversion shall be deemed to be the holder of
record of the number of shares of Class A Common Stock issuable upon such
conversion at such time. As promptly as practicable following any holder's
conversion of shares of Class B Common Stock, the Corporation shall issue and
deliver to the converting holder or to such holder's transferee, as the case
may be, one or more certificates (as such holder may request) evidencing the
shares of Class A Common Stock issuable in respect of the applicable conversion
and if the certificates surrendered by the converting holder evidence more
shares of Class B Common Stock than the holder has elected to convert, one or
more certificates (as such holder may request) evidencing the shares of Class B
Common Stock which have not been converted. Pending the issuance and delivery
of the foregoing certificates, the certificate or certificates evidencing the
shares of Class B Common Stock that have been surrendered for conversion shall
be deemed to evidence the shares of Class A Common Stock issuable upon such
conversion. Any dividends declared and not paid on shares of Class B Common
Stock prior to their conversion as provided above shall be paid, on the payment
date, to the holder or holders entitled thereto on the record date for such
dividend payment, notwithstanding such conversion; provided, however, that such
holder or holders shall not be entitled to receive the corresponding dividends
declared but not paid on the shares of Class A Common Stock issuable upon such
conversion. The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Class A Common Stock, solely for the
purpose of effecting the conversions provided for herein, such number of shares
of Class A Common Stock as shall from time to time be sufficient to effect the
conversions provided for herein and shall take all such corporate action as may
be necessary to assure that such shares of Class A Common Stock shall be
validly issued, fully paid and non-assessable upon conversion of all of the
outstanding shares of Class B Common Stock; moreover, if at any time the number
of authorized but unissued shares of Class A Common Stock shall not be




                                       5

<PAGE>   15


sufficient to effect the conversions provided for herein, the Corporation shall
take such corporate action as may be necessary to increase its authorized but
unissued shares of Class A Common Stock to such number of shares as shall be
sufficient for such purpose.

         SECOND, that in lieu of a meeting and vote of stockholders, the
stockholders of the Corporation have given written consent to said amendments
in accordance with the provisions of Section 228(a) of the General Corporation
Law of the State of Delaware.

         THIRD, that the previously stated amendments to the Certificate of
Incorporation of the Corporation were duly adopted by the stockholders of the
Corporation in accordance with the provisions of Section 242 and of the General
Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate this
19th day of February, 1997.



                                            CAPSTAR BROADCASTING PARTNERS, INC.



                                            By:  /s/ R. STEVEN HICKS
                                                -------------------------------
                                                 R. Steven Hicks, President






                                       6

<PAGE>   16
                           CERTIFICATE OF AMENDMENT
                                      TO
                         CERTIFICATE OF INCORPORATION
                                      OF
                     CAPSTAR BROADCASTING PARTNERS, INC.
                                      
                      (Incorporated on October 11, 1996)
                                      
             (Pursuant to Section 242 of the General Corporation
                        Law of the State of Delaware)


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

        Capstar Broadcasting Partners, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), hereby certifies:

        FIRST, that the board of directors of the Corporation duly adopted
resolutions proposing and declaring advisable the following amendments to the
Certificate of Incorporation of the Corporation in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware:

        "RESOLVED, that the Board of Directors of the Corporation deems and
declares advisable an amendment to the Certificate of Incorporation of the
Corporation to amend Article FOURTH to read in its entirety as follows:

                FOURTH: The total number of shares of all classes of capital
        stock which the Corporation shall have authority to issue is
        260,000,000 shares consisting of (a) 10,000,000 shares of preferred
        stock, par value of One Cent ($.01) per share (the "Preferred Stock"),
        (b) 200,000,000 shares of Class A Common Stock, par value of One Cent
        ($.01) per share (the "Class A Common Stock"), and (c) 50,000,000
        shares of Class B Common Stock, par value of One Cent ($.01) per share
        (the "Class B Common Stock) (the Class A Common Stock and Class B
        Common Stock, collectively, the "Common Stock").

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

                1.      Reclassification of Existing Capital Stock.

                        (a)     Subject to paragraph (b) below, upon the filing
        of this Certificate of Amendment to Certificate of Incorporation, each
        share of Common Stock, par value of One Cent ($.01) per share, of the
        Corporation then outstanding shall be reclassified into one share of
        the Class A Common Stock (such reclassification being the
        "Reclassification"), and thereupon the authorized capital stock of the
        Corporation shall be as provided in the first paragraph of Article
        FOURTH above.
<PAGE>   17
                (b)     After the Reclassification, each holder of the shares
of capital stock of the Corporation being reclassified as provided herein shall
be entitled to receive, upon surrender at the office of the Corporation or the
transfer agent for the Common Stock of such holder's certificate or
certificates representing the shares being reclassified, duly endorsed in blank
or accompanied by duly executed proper instruments of transfer, as promptly as
practicable after such surrender one or more certificates evidencing the Class
A Common Stock issuable to such holder in respect of the Reclassification. 
After the Reclassification, pending the issuance and delivery of such
certificates in accordance herewith, the certificate or certificates evidencing
the shares of capital stock being reclassified shall be deemed to evidence the
shares of Class A Common Stock issuable upon the Reclassification.

        2.      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 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 






                                          2
<PAGE>   18
        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;

                        (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





                                      3
<PAGE>   19
         Stock designated for such existing class or series, and the shares so
         subtracted shall become authorized, unissued and undesignated shares
         of the Preferred Stock.

            3.       Provisions Relating to the Common Stock.

                     (a)      General.  Except as otherwise provided 
herein or as otherwise provided by applicable law, all shares of Common Stock
shall have identical rights and privileges in every respect.

                     (b)      Dividends.  Subject to the prior rights 
and preferences, if any, applicable to shares of the Preferred Stock, the
holders of the Common Stock shall be entitled to participate ratably, on a
share-for-share basis as if all shares were of a single class, in such
dividends, whether in cash, stock or otherwise, as may be declared by the Board
of Directors from time to time out of funds of the Corporation legally
available therefor; provided, however, that any dividends payable in shares of
Common Stock (or payable in rights to subscribe for or purchase shares of
Common Stock or securities or indebtedness convertible into shares of Common
Stock) shall be declared and paid at the same rate on each class of Common
Stock and only in shares of Class A Common Stock (or rights to subscribe for or
purchase shares of Class A Common Stock or securities or indebtedness
convertible into shares of Class A Common Stock) to holders of Class A Common
Stock, and in shares of Class B Common Stock (or rights to subscribe for or
purchase shares of Class B Common Stock or securities or indebtedness
convertible into shares of Class B Common Stock) to holders of Class B Common
Stock.

                     (c)      Voting.  The holders of Class A Common 
Stock shall be entitled to one vote per share with respect to all matters
submitted to a vote of stockholders. The Class B Common Stock shall not be
entitled to vote, except as required by law; provided, however, that the Class
B Common Stock shall not have the right to vote on any matter if such right
would cause the Class B Common Stock to become voting securities within the
meaning of 12 C.F.R. 225.2(p), as that section may be amended from time to
time.

                     (d)      Adjustments for Stock Splits and Stock 
Dividends. The Corporation shall treat the shares of Common Stock identically
in respect of any subdivisions or combinations (for example, if the Corporation
effects a two-for-one stock split with respect to the Class A Common Stock, it
shall at the same time effect a two-for-one stock split with respect to the
Class B Common Stock).

                     (e)      Liquidation.  In the event of any voluntary
or involuntary liquidation, dissolution, or winding-up of the Corporation,
after all creditors of the Corporation shall have been paid in full and after
payment of all sums payable in respect of Preferred Stock, if any, the holders
of the Common Stock shall share ratably on a share-for-share basis in all
distributions of assets pursuant to such voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation. For the purposes of this
paragraph (e), neither the merger nor the consolidation of the Corporation into
or with another entity or the merger or consolidation of any other entity into
or with the







                                       4
<PAGE>   20




Corporation, or the sale, transfer, or other disposition of all or
substantially all the assets of the Corporation, shall be deemed to be a
voluntary or involuntary liquidation, dissolution, or winding-up of the
Corporation.

                     (f)      Consideration in Substantial Transaction.
In any merger, consolidation or business combination, the per share
consideration received by the holders of the Common Stock must be economically
identical, except that in any such transaction, any capital stock issued to
holders of Common Stock may differ as to rights to the same extent as the
rights of the classes of Common Stock authorized hereby differ.

                     (g)      Conversion.  Subject to required consent 
of the Federal Communication Commission (the "FCC"), if any, the shares of
Class B Common Stock shall be convertible in whole or in part at any time at
the option of the holder or holders thereof if such holder(s) is not a
Regulated Entity (as defined below) into an equal number of fully paid and
non-assessable shares of Class A Common Stock, for no additional consideration.
"Regulated Entity" means (i) any entity that is a "bank holding company" (as
defined in Section 2(a) of the Bank Holding Company Act of 1956, as amended
(the "BHC Act")) or any non-bank subsidiary of such an entity and (ii) any
entity, that pursuant to Section 8(a) of the International Banking Act of 1978,
as amended, is subject to the provisions of the BHC Act or any non-bank
subsidiary of such an entity. At the time of any such conversion or, in the
event such conversion requires the consent of the FCC, at the time the FCC
order approving such a conversion becomes a final order, the holder or holders
of Class B Common Stock shall deliver to the office of the Corporation or any
transfer agent for the Common Stock the certificate or certificates
representing the shares of Class B Common Stock to be converted, duly endorsed
in blank or accompanied by duly executed proper instruments of transfer, and
written notice to the Corporation stating that such holder or holders elect(s)
to convert such share or shares and stating the name and addresses in which
each certificate for shares of Class A Common Stock issued upon such conversion
is to be issued. Conversion shall be deemed to have been effected at the time
and date when such delivery is made to the Corporation or the transfer agent of
the shares to be converted, and the person exercising such voluntary conversion
shall be deemed to be the holder of record of the number of shares of Class A
Common Stock issuable upon such conversion at such time. As promptly as
practicable following any holder's conversion of shares of Class B Common
Stock, the Corporation shall issue and deliver to the converting holder or to
such holder's transferee, as the case may be, one or more certificates (as such
holder may request) evidencing the shares of Class A Common Stock issuable in
respect of the applicable conversion and if the certificates surrendered by the
converting holder evidence more shares of Class B Common Stock than the holder
has elected to convert, one or more certificates (as such holder may request)
evidencing the shares of Class B Common Stock which have not been converted.
Pending the issuance and delivery of the foregoing certificates, the
certificate or certificates evidencing the shares of Class B Common Stock that
have been surrendered for conversion shall be deemed to evidence the shares of
Class A Common Stock issuable upon such conversion. Any dividends declared and
not paid on shares of Class B Common Stock prior to their conversion as
provided above shall be paid, on the payment date, to the holder or holders
entitled thereto on the record date for such dividend payment, notwithstanding
such conversion; provided,





                                       5
<PAGE>   21




however, that such holder or holders shall not be entitled to receive the
corresponding dividends declared but not paid on the shares of Class A Common
Stock issuable upon such conversion. The Corporation shall at all times reserve
and keep available out of its authorized but unissued shares of Class A Common
Stock, solely for the purpose of effecting the conversions provided for herein,
such number of shares of Class A Common Stock as shall from time to time be
sufficient to effect the conversions provided for herein and shall take all
such corporate action as may be necessary to assure that such shares of Class A
Common Stock shall be validly issued, fully paid and non-assessable upon
conversion of all of the outstanding shares of Class B Common Stock; moreover,
if at any time the number of authorized but unissued shares of Class A Common
Stock shall not be sufficient to effect the conversions provided for herein,
the Corporation shall take such corporate action as may be necessary to
increase its authorized but unissued shares of Class A Common Stock to such
number of shares as shall be sufficient for such purpose.

                     (h)      Transferability.  Notwithstanding any 
other provision contained in this Certificate of Incorporation, if a holder of
the Class B Common Stock is a Regulated Entity, such holder may transfer the
Class B Common Stock only under the following circumstances: (i) in a widely
distributed public offering; (ii) in a transfer pursuant to Rule 144 under the
Securities Act of 1933 or any similar rule then in force; (iii) in a transfer
constituting two percent or less of the outstanding shares of the Class B
Common Stock; (iv) in a transfer to a person if such person already owns or has
negotiated to purchase at least a majority of the Class A Common Stock; (v) in
a transfer to the Corporation; (vi) in a transfer to an affiliate of such
holder or to any other Regulated Entity; or (vii) in any method of transfer
permitted by the Board of Governors of the Federal Reserve System.

         SECOND, that in lieu of a meeting and vote of stockholders, the
stockholders of the Corporation have given written consent to said amendments
in accordance with the provisions of Section 228(a) of the General Corporation
Law of the State of Delaware.

         THIRD, that the previously stated amendments to the Certificate of
Incorporation of the Corporation were duly adopted by the stockholders of the
Corporation in accordance with the provisions of Section 242 and of the General
Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate this
24th day of April, 1997.

                                     CAPSTAR BROADCASTING PARTNERS, INC.



                                     By:        /s/ R. Steven Hicks
                                         ----------------------------------
                                               R.  Steven Hicks
                                               President






                                       6
<PAGE>   22
                           CERTIFICATE OF CORRECTION
                                       OF
                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                      CAPSTAR BROADCASTING PARTNERS, INC.

                       (PURSUANT TO SECTION 103(f) OF THE
               GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)


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


         Capstar Broadcasting Partners, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), hereby certifies:

         That paragraph FIRST of the Certificate of Amendment to Certificate of
Incorporation ("Certificate of Amendment"), filed with the Delaware Secretary
of State on April 25, 1997, incorrectly purported to amend Article FOURTH to
provide for a reclassification of the Corporation's then outstanding Common
Stock into Class A Common Stock when the intent of the Corporation was not to
reclassify its existing Common Stock. Thus, paragraph FIRST of the Certificate
of Amendment in its corrected form should read as follows:

         FIRST, that the board of directors of the Corporation duly adopted
resolutions proposing and declaring advisable the following amendments to the
Certificate of Incorporation of the Corporation in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware:

         "RESOLVED, that the Board of Directors of the Corporation deems and
declares advisable an amendment to the Certificate of Incorporation of the
Corporation to amend Article FOURTH to read in its entirety as follows:

                  FOURTH: The total number of shares of all classes of capital
         stock which the Corporation shall have authority to issue is
         260,000,000 shares consisting of (a) 10,000,000 shares of preferred
         stock, par value of One Cent ($.01) per share (the "Preferred Stock"),
         (b) 200,000,000 shares of Class A Common Stock, par value of One Cent
         ($.01) per share (the "Class A Common Stock"), and (c) 50,000,000
         shares of Class B Common Stock, par value of One Cent ($.01) per share
         (the "Class B Common Stock) (the Class A Common Stock and Class B
         Common Stock, collectively, the "Common Stock").

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


                                       

<PAGE>   23



                  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 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;

                                    (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



                                       2

<PAGE>   24



                  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.

                  2.       Provisions Relating to the Common Stock.

                           (a) General. Except as otherwise provided herein or
         as otherwise provided by applicable law, all shares of Common Stock
         shall have identical rights and privileges in every respect.

                           (b) Dividends. Subject to the prior rights and
         preferences, if any, applicable to shares of the Preferred Stock, the
         holders of the Common Stock shall be entitled to participate ratably,
         on a share-for-share basis as if all shares were of a single class, in
         such dividends, whether in cash, stock or otherwise, as may be
         declared by the Board of Directors from time to time out of funds of
         the Corporation legally available therefor; provided, however, that
         any dividends payable in shares of Common Stock (or payable in rights
         to subscribe for or purchase shares of




                                       3

<PAGE>   25



         Common Stock or securities or indebtedness convertible into shares of
         Common Stock) shall be declared and paid at the same rate on each
         class of Common Stock and only in shares of Class A Common Stock (or
         rights to subscribe for or purchase shares of Class A Common Stock or
         securities or indebtedness convertible into shares of Class A Common
         Stock) to holders of Class A Common Stock, and in shares of Class B
         Common Stock (or rights to subscribe for or purchase shares of Class B
         Common Stock or securities or indebtedness convertible into shares of
         Class B Common Stock) to holders of Class B Common Stock.

                           (c) Voting. The holders of Class A Common Stock
         shall be entitled to one vote per share with respect to all matters
         submitted to a vote of stockholders. The Class B Common Stock shall
         not be entitled to vote, except as required by law; provided, however,
         that the Class B Common Stock shall not have the right to vote on any
         matter if such right would cause the Class B Common Stock to become
         voting securities within the meaning of 12 C.F.R. 225.2(p), as that
         section may be amended from time to time.

                           (d) Adjustments for Stock Splits and Stock
         Dividends. The Corporation shall treat the shares of Common Stock
         identically in respect of any subdivisions or combinations (for
         example, if the Corporation effects a two-for-one stock split with
         respect to the Class A Common Stock, it shall at the same time effect
         a two-for-one stock split with respect to the Class B Common Stock).

                           (e) Liquidation. In the event of any voluntary or
         involuntary liquidation, dissolution, or winding-up of the
         Corporation, after all creditors of the Corporation shall have been
         paid in full and after payment of all sums payable in respect of
         Preferred Stock, if any, the holders of the Common Stock shall share
         ratably on a share-for-share basis in all distributions of assets
         pursuant to such voluntary or involuntary liquidation, dissolution, or
         winding-up of the Corporation. For the purposes of this paragraph (e),
         neither the merger nor the consolidation of the Corporation into or
         with another entity or the merger or consolidation of any other entity
         into or with the Corporation, or the sale, transfer, or other
         disposition of all or substantially all the assets of the Corporation,
         shall be deemed to be a voluntary or involuntary liquidation,
         dissolution, or winding-up of the Corporation.

                           (f) Consideration in Substantial Transaction. In any
         merger, consolidation or business combination, the per share
         consideration received by the holders of the Common Stock must be
         economically identical, except that in any such transaction, any
         capital stock issued to holders of Common Stock may differ as to
         rights to the same extent as the rights of the classes of Common Stock
         authorized hereby differ.

                           (g) Conversion. Subject to required consent of the
         Federal Communication Commission (the "FCC"), if any, the shares of
         Class B Common Stock shall be convertible in whole or in part at any
         time at the option of the holder




                                       4

<PAGE>   26



         or holders thereof if such holder(s) is not a Regulated Entity (as
         defined below) into an equal number of fully paid and non-assessable
         shares of Class A Common Stock, for no additional consideration.
         "Regulated Entity" means (i) any entity that is a "bank holding
         company" (as defined in Section 2(a) of the Bank Holding Company Act
         of 1956, as amended (the "BHC Act")) or any non-bank subsidiary of
         such an entity and (ii) any entity, that pursuant to Section 8(a) of
         the International Banking Act of 1978, as amended, is subject to the
         provisions of the BHC Act or any non-bank subsidiary of such an
         entity. At the time of any such conversion or, in the event such
         conversion requires the consent of the FCC, at the time the FCC order
         approving such a conversion becomes a final order, the holder or
         holders of Class B Common Stock shall deliver to the office of the
         Corporation or any transfer agent for the Common Stock the certificate
         or certificates representing the shares of Class B Common Stock to be
         converted, duly endorsed in blank or accompanied by duly executed
         proper instruments of transfer, and written notice to the Corporation
         stating that such holder or holders elect(s) to convert such share or
         shares and stating the name and addresses in which each certificate
         for shares of Class A Common Stock issued upon such conversion is to
         be issued. Conversion shall be deemed to have been effected at the
         time and date when such delivery is made to the Corporation or the
         transfer agent of the shares to be converted, and the person
         exercising such voluntary conversion shall be deemed to be the holder
         of record of the number of shares of Class A Common Stock issuable
         upon such conversion at such time. As promptly as practicable
         following any holder's conversion of shares of Class B Common Stock,
         the Corporation shall issue and deliver to the converting holder or to
         such holder's transferee, as the case may be, one or more certificates
         (as such holder may request) evidencing the shares of Class A Common
         Stock issuable in respect of the applicable conversion and if the
         certificates surrendered by the converting holder evidence more shares
         of Class B Common Stock than the holder has elected to convert, one or
         more certificates (as such holder may request) evidencing the shares
         of Class B Common Stock which have not been converted. Pending the
         issuance and delivery of the foregoing certificates, the certificate
         or certificates evidencing the shares of Class B Common Stock that
         have been surrendered for conversion shall be deemed to evidence the
         shares of Class A Common Stock issuable upon such conversion. Any
         dividends declared and not paid on shares of Class B Common Stock
         prior to their conversion as provided above shall be paid, on the
         payment date, to the holder or holders entitled thereto on the record
         date for such dividend payment, notwithstanding such conversion;
         provided, however, that such holder or holders shall not be entitled
         to receive the corresponding dividends declared but not paid on the
         shares of Class A Common Stock issuable upon such conversion. The
         Corporation shall at all times reserve and keep available out of its
         authorized but unissued shares of Class A Common Stock, solely for the
         purpose of effecting the conversions provided for herein, such number
         of shares of Class A Common Stock as shall from time to time be
         sufficient to effect the conversions provided for herein and shall
         take all such corporate action as may be necessary to assure that such
         shares of Class A Common Stock shall be validly issued, fully paid and
         non-assessable upon conversion of all of the outstanding shares




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<PAGE>   27


         of Class B Common Stock; moreover, if at any time the number of
         authorized but unissued shares of Class A Common Stock shall not be
         sufficient to effect the conversions provided for herein, the
         Corporation shall take such corporate action as may be necessary to
         increase its authorized but unissued shares of Class A Common Stock to
         such number of shares as shall be sufficient for such purpose.

                           (h) Transferability. Notwithstanding any other
         provision contained in this Certificate of Incorporation, if a holder
         of the Class B Common Stock is a Regulated Entity, such holder may
         transfer the Class B Common Stock only under the following
         circumstances: (i) in a widely distributed public offering; (ii) in a
         transfer pursuant to Rule 144 under the Securities Act of 1933 or any
         similar rule then in force; (iii) in a transfer constituting two
         percent or less of the outstanding shares of the Class B Common Stock;
         (iv) in a transfer to a person if such person already owns or has
         negotiated to purchase at least a majority of the Class A Common
         Stock; (v) in a transfer to the Corporation; (vi) in a transfer to an
         Affiliate of such holder or to any other Regulated Entity; or (vii) in
         any method of transfer permitted by the Board of Governors of the
         Federal Reserve System.

         IN WITNESS WHEREOF, CAPSTAR BROADCASTING PARTNERS, INC. has caused
this Certificate of Correction to be executed by its duly authorized officer
this 6th day of May, 1997.


                                           CAPSTAR BROADCASTING PARTNERS, INC.



                                           By: /s/ R. STEVEN HICKS
                                               --------------------------------
                                               R. Steven Hicks
                                               President





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