Exhibit 3.5

CERTIFICATE OF FORMATION

DELAWARE EQUIPMENT HOLDINGS, LLC

In compliance with the requirements of the Delaware Limited Liability Company Act, as amended, the undersigned, desiring to organize a limited liability company, hereby certifies as follows:

1. The name of the limited liability company is:

Delaware Equipment Holdings, LLC.

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

3. This Certificate shall be effective immediately upon filing.

I, THE UNDERSIGNED, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended, do hereby make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto signed as of this 30^th day of November, 1999.

/s/ Judith T. Kaiser

Judith T. Kaiser

Authorized Person

CERTIFICATE OF AMENDMENT

OF

DELAWARE EQUIPMENT HOLDINGS, LLC

1. The name of the limited liability company is Delaware Equipment Holdings, LLC (the “Company”),

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

“2. The address of the registered office of the Company in the State of Delaware is 919 North Market Street, Suite 600, Wilmington, Delaware 19801. The name of the registered agent at such address is SR Services, LLC.”

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment the 6^th day of December, 2000.

SOLE MEMBER:
ENTERCOM RADIO, LLC
By:	/s/ John C. Donlevie
Name:	John C. Donlevie
Title:	Executive Vice President

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.                The name of the limited liability company  is

Delaware Equipment Holdings, LLC

2.                The Registered Office of the limited liability company in the State of Delaware is

changed to Corporation Trust Center, 1209 Orange Street

(street), in the City of Wilmington                                                                                                  ,

Zip Code         19801                    .         The name of the Registered Agent at such address upon whom

process against this limited liability company may be served is

THE CORPORATION TRUST COMPANY

By:	/s/ Andrew P. Sutor., IV
	Authorized Person
Name:	Andrew P. Sutor, IV, Authorized Person
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