EXHIBIT 3.5

                          CERTIFICATE OF INCORPORATION

                                       OF

                             ENTERCOM CAPITAL, INC.

        FIRST: The name of the corporation (hereinafter sometimes referred to as
the "Corporation") is:

                             ENTERCOM CAPITAL, INC.

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

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

        FOURTH: The aggregate number of all classes of shares which the
Corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, par value of $.01 per share.

        No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive right to subscribe for,
purchase or receive any share of the Corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any rights to
subscribe for or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time or from time to time be
issued, sold or offered for sale by the Corporation; provided, however, that in
connection with the issuance or sale of any such shares or securities, the Board
of Directors of the Corporation may, in its sole discretion, offer such shares
or securities, or any part thereof, for purchase or subscription by the





holders of shares of the Corporation, except as may otherwise be provided by
this Certificate of Incorporation, as amended from time to time.

        At all times, each holder of common stock of the Corporation shall be
entitled to one vote for each share of common stock held by such stockholder
standing in the name of such stockholder on the books of the Corporation.

        FIFTH: The name and address of the Incorporator is as follows:

               Jennifer A. Kate
               Latham & Watkins
               1001 Pennsylvania Avenue, NW
               Suite 1300
               Washington, D.C. 20004

        SIXTH: In furtherance and not in limitation of the power conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the Bylaws of the Corporation.

        SEVENTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for the 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 involved intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transactions from which the director derived an
improper personal benefit.

        EIGHTH: Election of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.

        NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter




prescribed by the General Corporation Law of the State of Delaware. All rights
conferred upon stockholders herein are granted subject to this reservation.

        I, THE UNDERSIGNED, being the sole Incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, herein declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this __ day of ____________, 2002.

                                                 -------------------------
                                                 Jennifer A. Kate
                                                 Incorporator