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                            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)

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         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 a
resolution proposing and declaring advisable the following amendment 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, and that such amendment be submitted to the stockholders of
         the Corporation for their consideration and approval:

                  FOURTH: The total number of shares of all classes of capital
         stock which the Corporation shall have authority to issue is 10,003,000
         shares consisting of (a) 10,000,000 shares of preferred stock, par
         value of One Cent ($.01) per share (the "Preferred Stock") and (b)
         3,000 shares of Common Stock, par value of One Cent ($.01) per share
         (the "Common Stock").

         Upon the filing of this Certificate of Amendment to the Certificate of
         Incorporation with the Delaware Secretary of State, each share of Class
         A common stock of the Corporation and Class B common stock of the
         Company (the "Old Shares") issued and outstanding immediately prior to
         such filing shall, without any action on the part of the holder
         thereof, be converted and reclassified into, and immediately represent
         0.000003576126324231 validly issued, fully paid, and nonassessable
         share of Common Stock. Any fraction of a share of Common Stock that
         would otherwise result pursuant to the preceding sentence (after
         aggregating all fractional shares held by each stockholder) shall
         automatically be eliminated. Each certificate representing Old Shares
         shall thereafter represent that number of Common Stock determined by
         the previous sentences; provided, however, that each person holding of
         record a stock certificate or certificates representing Old Shares
         shall receive, upon surrender


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         of such certificate of certificates, a new certificate or certificates
         evidencing and representing the number of shares of Common Stock to
         which such person is entitled.

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

                  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;


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

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

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

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

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

         SECOND, that in lieu of a meeting and vote of the stockholders of the
Corporation, the holders of a majority of the outstanding shares of Common Stock
of the Corporation have given written consent to said amendment in accordance
with the provisions of Section 228(a) of the General Corporation Law of the
State of Delaware.

         THIRD, that the previously stated amendment to the Certificate of
Incorporation of the Corporation was duly adopted by the holders of a majority
of the outstanding shares of Common


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Stock of the Corporation in accordance with the provisions of Section 242 and
the General Corporation Law of the State of Delaware.

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         IN WITNESS WHEREOF, the undersigned has executed this Certificate this
10th day of August, 1999.


                                  CAPSTAR BROADCASTING PARTNERS, INC.


                                  By:     /s/ KATHY ARCHER
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                                  Name:       KATHY ARCHER
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                                  Title:      Vice President
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