Exhibit 3.1

                            CERTIFICATE OF AMENDMENT

                                     of the

                      RESTATED CERTIFICATE OF INCORPORATION

                                       of

                       INTEREP NATIONAL RADIO SALES, INC.

               __________________________________________________

                Under Section 805 of the Business Corporation Law

               __________________________________________________

                The undersigned Vice President of INTEREP NATIONAL RADIO
SALES, INC., for the purpose of amending its Restated Certificate of
Incorporation, CERTIFIES that:

                FIRST: The name of the corporation is INTEREP NATIONAL RADIO
SALES, INC. (the "Corporation"). The name under which the Corporation was
originally incorporated was McGAVREN-QUINN CORPORATION.

                SECOND: The Certificate of Incorporation of the Corporation was
filed by the Department of State on March 31, 1958. A Restated Certificate of
Incorporation was filed on May 28, 1985 and Certificates of Amendment thereof
were filed on June 13, 1991, June 29, 1993, November 9, 1993 and March 2, 1994.
A Restated Certificate of Incorporation was filed on December 9, 1999.

                THIRD: The Restated Certificate of Incorporation is amended by
the addition of a provision to Article 3 thereof stating the number,
designation, relative rights, preferences and limitations of the shares of
Series A Convertible Preferred Stock as fixed by the Board of Directors of the
Corporation as follows:

                      "SERIES A CONVERTIBLE PREFERRED STOCK

                A series of Preferred Stock known as the Series A Convertible
Preferred Stock initially consisting of 400,000 shares of Preferred Stock which
the Corporation has authority



to issue, is hereby created, and the designation, rights, preferences and
limitations of the shares of such series are fixed as follows:

                   (a) Designation. 400,000 authorized shares of Preferred
Stock, par value $.01 per share, having a liquidation preference of $100.00 per
share (the "Liquidation Preference") and an aggregate Liquidation Preference of
$40,000,000, may be issued in and as a series to be designated as the "Series A
Convertible Preferred Stock" having the designations, rights, preferences and
limitations set forth herein. The rights, preferences, limitations and other
matters relating to the Series A Convertible Preferred Stock are subject to the
issuance of any subsequent series of Preferred Stock by the Corporation in
compliance with the limitations and restrictions set forth herein.

                   (b) Ranking. The Series A Convertible Preferred Stock shall,
with respect to dividend rights and distributions upon the liquidation,
winding-up or dissolution of the Corporation, rank (i) senior to all classes of
common stock of the Corporation and to each other class of capital stock or
series of preferred stock established after the issue date of the Series A
Convertible Preferred Stock by the Board of Directors, the terms of which do not
expressly provide that it ranks senior to or on a parity with the Series A
Convertible Preferred Stock as to dividend distributions and distributions upon
the liquidation, winding-up and dissolution of the Corporation (collectively
referred to with all classes of common stock of the Corporation as "Junior
Securities"); (ii) on a parity with any additional shares of Series A
Convertible Preferred Stock issued by the Corporation in the future in
accordance with Section (h)(3) hereof and any other class of capital stock or
series of preferred stock established after the issue date of the Series A
Convertible Preferred Stock by the Board of Directors, in accordance with
Section (h)(3) hereof, the terms of which expressly provide that such class or
series will rank on a parity with the Series A Convertible Preferred Stock as to
dividend distributions and distributions upon the liquidation, winding-up and,
dissolution of the Corporation (collectively referred to as "Parity
Securities"); and (iii) subject to Section (h)(3) hereof, junior to any shares
of any other class of capital stock or series of preferred stock established
after the issue date of the Series A Convertible Preferred Stock by the Board of
Directors, the terms of which expressly provide that such class or series will
rank senior to the Series A Convertible Preferred Stock as to dividend
distributions and distributions upon the liquidation, winding-up and dissolution
of the Corporation (collectively referred to as "Senior Securities").

                   (c) Dividends.

                   (1) Cash Dividends. Subject to the provisions of Sections
(c)(2) and (c)(4) hereof, the holders of shares of the Series A Convertible
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors of the Corporation and out of the assets of the Corporation legally
available therefor, cumulative preferential cash dividends at the rate per annum
of $4.00 per share of the Series A Convertible Preferred Stock, from the date of
issuance of such shares until such shares are no longer issued and outstanding
and payable annually in arrears on May 1 in each year beginning in 2003 or, if
such day is not a business day, on the next succeeding business day (each, a
"Dividend Payment Date") to the holders of record as of the immediately
preceding April 15. As used herein "business day" means any day other than a
Saturday, a Sunday or a day on which banking institutions in the

                                      -2-



City of New York or at a place of payment are authorized by law, regulation or
executive order to remain closed. Dividends payable on the Series A Convertible
Preferred Stock shall be computed on the basis of a 360-day year consisting of
twelve 30-day months and shall be deemed to accumulate on a daily basis. All
dividends paid with respect to shares of Series A Convertible Preferred Stack
shall be made pro rata among the holders thereof based upon the aggregate
accrued but unpaid dividends on the shares held by each such holder. To the
extent not paid, dividends on the Series A Convertible Preferred Stack shall
accumulate, whether or not there are funds legally available for the payment of
such dividends and whether or not dividends are declared. For all purposes
hereunder, dividends on the Series A Convertible Preferred Stock shall be
treated as if the same were paid as the Dividend Payment Date, whether or not
the same were in fact so paid or declared. Unpaid dividends on the Series A
Preferred Stock shall bear interest at the rate of 8% per annum until paid in
full.

                   Full cumulative dividends on all outstanding shares of Series
A Convertible Preferred Stock shall be payable in full before:

                   (A) any dividends or distributions are paid on, or declared
or any sums set apart for the payment of any dividend or distribution on any
Junior Securities;

                   (B) any payment is made in connection with any repurchase,
redemption, retirement or other acquisition for valuable consideration of any
Junior Securities; and

                   (C) no monies shall be paid into or set apart or made
available for a sinking or other like :fund for the purchase, redemption or
other acquisition or retirement for valuable consideration of any Junior
Securities.

                   Accordingly, if in any annual dividend period all dividends
at the rate fixed above accrued from the date of issuance of any shares of the
Series A Convertible Preferred Stock shall not have been paid, or declared and
set apart for payment, the deficiency shall be fully paid or set apart for
payment, together with interest thereon as provided above, before any dividends
or distributions shall be paid on, or set apart for, or any repurchase,
redemption, retirement or other acquisition for valuable consideration is
effected of any Junior Securities.

                   Accrued but unpaid dividends for any past dividend periods
may be declared by the Board of Directors and paid on any date fixed by the
Board of Directors, whether or not a regular Dividend Payment Data, to holders
of record on the books of the Corporation on such record date as may be fixed by
the Board of Directors, which record date shall be no more than 60 days prior to
the payment data thereof.

                   (2) Stock Dividend. Notwithstanding the provisions of Section
(c)(1) hereof, in lieu of payment of the cash dividends provided in Section
(c)(1) for all periods commencing on the date of issuance of any shares of the
Series A Convertible Preferred Stock, as well as any interest charges provided
in Section (c)(1) hereof, the Board of Directors may declare and pay to each
holder of shares of the Series A Convertible Preferred Stock a stock dividend in
additional shares of the Series A Convertible Preferred Stock

                                      -3-



(including fractional shares) having an aggregate Liquidation Preference equal
to the amount of the dividend and interest, if any, to be paid. If and when any
shares are issued under this Section (c)(2) for the payment of accrued
dividends, such shares shall be validly issued and outstanding and fully paid
and non-assessable and shall initially have a Conversion Price (defined below)
equal to that of the Series A Convertible Preferred Stock with respect to which
it is issued. As to shares of Series A Convertible Preferred Stock issued as a
dividend on shares of Series A Convertible Preferred Stock, dividends shall
accrue and be cumulative from the Dividend Payment Date in respect of which such
shares were issued or were scheduled to be paid pursuant to Section (c)(2)
hereof as a dividend.

                   (3) Fractional Shares.

                   (A) Fractional shares of the Series A Convertible Preferred
Stock may be issued in connection with any stock dividend referred to in Section
(c)(2) hereof. Alternatively, in lieu of any fractional interest in a share of
the Series A Convertible Preferred Stock which would otherwise be issuable, the
Corporation may pay to the holder thereof an amount in cash equal to the
Liquidation Preference of such fractional share.

                   (B) Each fractional share of Series A Convertible Preferred
Stock outstanding (or treated as outstanding pursuant to Section (c)(1) hereof)
shall be entitled to a ratably proportionate amount of all dividends accruing
with respect to each outstanding or due to be issued and outstanding share of
Series A Convertible Preferred Stock pursuant to Section (c)(2) and all such
dividends with respect to such outstanding fractional shares shall be cumulative
and shall accrue (whether or not declared) and shall be payable in the same
manner and at such times as provided for in Section (c)(2) with respect to
dividends on each outstanding or due to be issued and outstanding share of
Series A Convertible Preferred Stock. Each fractional share of Series A
Convertible Preferred Stock outstanding shall also be entitled to a ratably
proportionate amount of any other distributions made with respect to each
outstanding or due to be issued and outstanding share of Series A Convertible
Preferred Stock, and all such distributions shall be payable in the same manner
and at the same time as distributions on each outstanding or due to be issued
and outstanding share of Series A Convertible Preferred Stock.

                   (4) Additional Dividends. If, pursuant to the Registration
Rights Agreement, dated as of May 3, 2002, between the Corporation and the
purchasers of the Series A Convertible Preferred Stock named therein, a
"Default" (as defined in such agreement) occurs, then, from and including the
date of such Default until the date that the Corporation cures such Default by
filing with the Securities and Exchange Commission the "Shelf Registration
Statement" (as defined in such agreement), the dividend rate applicable to a
share of the Series A Convertible Preferred Stock shall be increased by $0.25
per annum ("Additional Dividends") for the first 90 days (or a portion thereof)
following the date of such Default and for any subsequent 90-day period (or a
portion thereof) during which such Default shall remain uncured, but in no event
shall the Additional Dividends exceed $1.00 per annum per share of Senior A
Convertible Preference Stock. Following the cure of such Default, the accrual of
the Additional Dividends shall cease.

                                      -4-



                   (d) Preference on Liquidation. Upon any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation or reduction or decrease in its capital stock resulting in a
distribution of assets to the holders of any class or series of the
Corporation's capital stock (the date of such occurrence, the "Liquidation
Date"), the Corporation shall, out of the assets of the Corporation available
for distribution, make the following payments in respect of its capital stock:

                   (A) first, payments due in connection with the Senior
Securities on the Liquidation Date, including any accumulated and unpaid
dividends, if any, on such Senior Securities, to the Liquidation Date;

                   (B) second, on a pro rata basis, payments (i) on shares of
the Series A Convertible Preferred Stock equal to the Liquidation Preference per
share of Series A. Convertible Preferred Stock held by or due to (as of. such
date pursuant to Section (c) hereof) such holder, plus all partial dividend
period amounts, if any, thereon to the Liquidation Date and (ii) due on Parity
Securities; and

                   (C) third, payments on any Junior Securities, including,
without limitation, all classes of common stock of the Corporation.

                   After payment in full in cash of the Liquidation Preference
and all accumulated dividends, if any, to which holders of Series A Convertible
Preferred Stock are entitled, such holders shall not be entitled to any further
participation in any distribution of assets of the Corporation. As used herein
"partial dividend period amount" means as of any applicable date, with respect
to any Series A Convertible Preferred Stock, an amount equal to the amount of
dividends that would accrue at the dividend rate on the Liquidation Preference
of such Series A Convertible Preferred Stock on a daily basis from the last
Dividend Payment Date to and including such applicable date.

                   (e) Redemption. The shares of the Series A Convertible
Preferred Stock shall not be subject to mandatory redemption, either by the
Corporation or by the holders thereof, at any time. The Series A Convertible
Preferred Stock shall not be entitled to the benefit of any sinking fund to be
applied to the redemption thereof.

                   (f) Certificates. So long as any shares of the Series A
Convertible Preferred Stock are outstanding, there shall be set forth on the
face or back of each stock certificate issued by the Corporation a statement
that the Corporation shall furnish without charge to each shareholder who so
requests, a full statement of the designations, rights, preferences and
limitations and the relative rights, preferences and limitations of each class
of stock or series thereof that the Corporation is authorized to issue and of
the authority of the Board of Directors to designate and fix the relative
rights, preferences and limitations of each series.

                   (g) Conversion.

                   (1) Right to Convert and Conversion Price. Subject to the
terms and conditions of this Section (g), each of the holders of the shares of
Series A Convertible Preferred Stock shall have the option, at any time and from
time to time to convert each of

                                      -5-



such shares into such number of fully paid and non-assessable shares of Class A
Common Stock as is determined by dividing the $100.00 Liquidation Preference by
the "Conversion Price" (as defined below) in effect on the date the of
conversion. The Conversion Price shall initially be $4.00 and may be adjusted
from time to time in accordance with Section (g)(5) hereof.

              (2) Automatic Conversion. Each share of Series A Convertible
Preferred Stock shall automatically be converted into shares of the Class A
Common Stock at the Conversion Price if, at any time after the issue date of the
Series A Convertible Preferred Stock, the "market price" per share of Class A
Common Stock is $8.00 or more. For purposes of this Section g(2), "market price"
means (i) the average of the last reported sale prices of a share of the Class A
Common Stock or the closing prices therefor quoted on the Nasdaq National Market
or on any exchange on which shares of the Class A Common Stock are listed,
whichever is applicable, over the 30 consecutive trading days immediately
preceding the date of determination or (ii) if no such last sale or closing
prices are available, the average of the closing bid and asked prices of a
shares of the Class A Common Stock as quoted in the Over-the-Counter Market
Summary for the 30 consecutive trading days immediately preceding the date of
determination. In the event of such automatic conversion, the Corporation shall
deliver to each holder of the Series A Convertible Preferred Stock a notice of
automatic conversion and a letter of transmittal for the surrender of such
holder's shares to the Corporation (a "Letter of Transmittal").

              Holders of shares of Series A Convertible Preferred Stock at
the close of business on a record date shall be entitled to receive the dividend
payable on such shares on the corresponding Dividend Payment Date
notwithstanding the conversion thereof following such record date and prior to
such Dividend Payment Date. A holder of shares of Series A Convertible Preferred
Stock on a record date who (or whose transferee) tenders any such shares for
conversion into shares of Class A Common Stock on such Dividend Payment Date
will receive the dividend payable by the Corporation on such shares of Series A
Convertible Preferred Stock on such date; provided, however, in the case of a
dividend to be paid-in-kind, the aggregate liquidation preference of the Series
A Convertible Preferred Stock to be issued will be equal to the partial dividend
amount through the date of conversion. Except as provided for above, no payments
or adjustments in respect of dividends on shares of Series A Convertible
Preferred Stock surrendered for conversion or on account of any dividend on the
Class A Common Stock issued upon conversion shall be made upon the conversion of
any shares of Series A Convertible Preferred Stock.

              (3) Mechanics of Conversion. Each holder of Series A Convertible
Preferred Stock that desires to convert its shares shall surrender to the
Corporation at its principal offices the certificate or certificates for the
shares of the Series A Convertible Preferred Stock to be converted, duly
endorsed, together with an executed notice (a "Conversion Notice") that such
holder elects to convert such shares in accordance with the provisions of this
Section (g). Any Conversion Notice shall also state the name or names (with
addresses) in which the certificate or certificates for the Class A Common Stock
shall be issued; provided, however, that the Corporation shall not be obligated
to issue certificates to any party other than such holder unless the
certificates evidencing the shares to be converted are accompanied by proper
instruments of transfer. If such holder elects to convert

                                      -6-



only a portion of the number of shares of the Series A Convertible Preferred
Stock covered by a certificate surrendered for conversion, the Corporation shall
issue and deliver to such holder, registered in such name or names as such
holder may direct, a certificate or certificates for the number of full shares
of the Series A Convertible Preferred Stock not converted, subject, however, to
the same proviso as set forth in the preceding sentence regarding the issuance
of certificates to parties other than such holder.

              (4) Issuance of Certificates. Promptly after the Corporation's
receipt from a holder of the Series A Convertible Preferred Stock of a
Conversion Notice and surrendered certificates as aforesaid, or, in the case of
an automatic conversion pursuant to Section (g)(2), promptly after the
Corporation's receipt from a holder of the Series A Convertible Preferred Stock
of a duly completed and executed Letter of Transmittal and surrendered
certificates as aforesaid for all of the shares of the Series A Convertible
Preferred Stock held by such holder, the Corporation shall issue and deliver to
such holder, registered in such name or names as such holder may direct (subject
to Section (g)(3)), a certificate or certificates for the number of full shares
of Class A Common Stock issuable on the conversion of the shares surrendered
therefor, together with cash adjustments in respect of any fractional shares. To
the extent permitted by law, such conversion shall be deemed to have been
effected and the Conversion Price shall be determined, as of the close of
business on the date which the Conversion Notice shall have been received by the
Corporation and such shares of the Series A Convertible Preferred Stock shall
have been surrendered as aforesaid, and at such time the rights of such holder
as to such shares surrendered shall cease and the person or persons in whose
name or names any certificate or certificates for shares of Class A Common Stock
shall then be issuable on such conversion shall be deemed to have become the
holder or holders of record of the shares of Class A Common Stock represented
thereby.

              (5) Adjustment of Conversion Price. The Conversion Price at which
shares of Series A Convertible Preferred Stock are convertible into shares of
Class A Common Stock shall be subject to adjustment from time to time, as
follows.

              (A) in case at any time after the date hereof, the Corporation
shall pay or make a dividend or other distribution on all or any portion of its
Class A Common Stock or shall make a dividend or other distribution on any other
class of Capital Stock of the Corporation which dividend or distribution
includes Class A Common Stock, the Conversion Price in effect at the opening of
business on the day following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution shall be
decreased by multiplying such Conversion Price by a fraction of which the
numerator shall be the number of shares of Class A Common Stock outstanding at
the close of business on the date fixed for such determination and the
denominator shall be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution, such decrease to become
effective immediately after the opening of business on the day following the
date fixed for such determination. For the purposes of this Section (g)(5)(A),
the number of shares of Class A Common Stock at any time outstanding shall not
include shares held in the treasury of the Corporation but shall include shares
issuable in respect of scrip certificates, if any, issued in lieu of fractions
of shares of Class A Common Stock If any dividend or distribution of the type
described in this Section (g)(5)(A) is declared but not so

                                      -7-



paid or made, the Conversion Price shall again be adjusted to be the Conversion
price which would then be in effect if such dividend or distribution had not
been declared.

              (B) in case at any time after the date hereof, the Corporation
shall pay or make a dividend or other distribution on all of its Class A Common
Stock consisting of, or shall otherwise issue to all holders of its Class A
Common Stock, rights, warrants or options (not being available on an equivalent
basis to holders of the Series A Convertible Preferred Stock upon conversion)
entitling the holders of its Class A Common Stock to subscribe for or purchase
Class A Common Stock at a price per share less than the current market price per
share (determined as provided in paragraph (H) of this Section (g)(5)) of the
shares of Class A Common Stock on the date fixed for the determination of
stockholders entitled to receive such rights, warrants or options (other than
pursuant to a dividend reinvestment plan), the Conversion Price in effect at the
opening of business on the day following the date fixed for such determination
shall be decreased by multiplying such Conversion Price by a fraction of which
the numerator shall be the number of shares of Class A Common Stock outstanding
at the close of business on the date fixed for such determination plus the
number of shares of Class A Common Stock which the aggregate of the offering
price of the total number of shares of Class A Common Stock so offered for
subscription or purchase would purchase at such current market price and the
denominator shall be the number of shares of Class A Common Stock outstanding at
the close of business on the date fixed for such determination plus the number
of shares of Class A Common Stock so offered for subscription or purchase, such
decrease to become effective immediately after the opening of business on the
day following the date fixed for such determination. For the purposes of this
Section (g)(5)(B), the number of shares of Class A Common Stock at any time
outstanding shall not include shares held in the treasury of the Corporation but
shall include shares issuable in respect of scrip certificates, if any, issued
in lieu of fractions of shares of Common Stock. The Corporation will not issue
any rights or warrants in respect of Class A Common Stock held in the treasury
of the Corporation (or, if rights or warrants are issued in respect of all of
the Class A Common Stock of the Corporation, will not exercise any such rights
or warrants in respect of Class A Common Stock held in the treasury of the
Corporation). In the event that such rights or warrants are not so issued, the
Conversion Price shall again be adjusted to be the Conversion Price which would
then be in effect if such date fixed for the determination of stockholders
entitled to receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders of shares of Class A Common
Stock to subscribe for or purchase shares of Class A Common Stock at less than
such current market price, and in determining the aggregate offering price of
such shares of Class A Common Stock, there shall be taken into account any
consideration received for such rights or warrants. The value of such
consideration, if other than cash, shall be determined in the reasonable good
faith judgment of the Board of Directors of the Corporation, whose determination
shall be conclusive.

              (C) in case at any time after the date hereof, all or any portion
of the Class A Common Stock outstanding shall be subdivided into a greater
number of shares of Class A Common Stock, the Conversion Price in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and, conversely in case at
any time after the date hereof, all or any portion of the shares of Class A
Common Stock outstanding shall each be combined into a smaller number

                                      -8-



of shares of Class A Common Stock, the Conversion Price in effect at the opening
of business on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which subdivision or combination becomes
effective.

              (D) in case at any time after the date hereof, the Corporation
shall, by dividend or otherwise, distribute to all holders of its Class A Common
Stock evidences of its indebtedness or assets (including securities, rights,
warrants or options, but excluding any rights, warrants, or options referred to
in paragraph (B) of this Section (g)(5) as entitling the holders of Class A
Common Stock to subscribe for or purchase Class A Common Stock at a price per
share less than the current market price, any dividend or distribution paid
exclusively in cash, any dividend or distribution referred to in paragraph (A)
of this Section (g)(5) and any dividend or distribution upon a merger or
consolidation referred to in Section (g)(7) hereof), the Conversion Price in
effect immediately prior to the close of business on the date fixed for the
determination of stockholders entitled to receive such distribution shall be
decreased by multiplying such Conversion Price by a fraction of which the
numerator shall be the current market price per share (determined as provided in
paragraph (H) of this Section (g)(5)) of the Class A Common Stock on the date
fixed for such determination less the then fair market value (as determined by
the Board of Directors, whose determination shall be conclusive) of the portion
of the assets or evidence of indebtedness so distributed applicable to one share
of Class A Common Stock and the denominator shall be such current market price
per share of Class A Common Stock, such adjustment to become effective
immediately prior to the opening of business on the day following the date fixed
for the determination of stockholders entitled to receive such distribution. If
any dividend or distribution of the type described in this Section (g)(5)(D) is
declared but not so paid or made, the Conversion price shall again be adjusted
to the Conversion Price which would then be in effect if such dividend or
distribution had not been declared.

              (E) in case at any time after the date hereof, the Corporation
shall, by dividend or otherwise, make a distribution to all holders of its Class
A Common Stock consisting exclusively of cash (excluding any cash that is
distributed upon a merger or consolidation or a sale or transfer of all or
substantially all of the asserts of the Corporation to which Section (g)(7)
hereof applies or as part of a distribution referred to in paragraph (D) of this
Section (g) (5)) in an aggregate amount that, combined together with (i) the
aggregate amount of any other distributions to all holders of its Class A Common
Stock made exclusively in cash within the 12 months immediately preceding the
date of payment of such distribution and in respect of which no adjustment
pursuant to this Section (g)(5)(E) has been made and (ii) the aggregate of any
cash plus the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive) of consideration payable in respect of any
tender offer by the Corporation or any of its subsidiaries for all or any
portion of the Class A Common Stock concluded within the 12 months immediately
preceding the date of payment of such distribution and in respect of which no
adjustment pursuant to this Section (g)(5) has been made, exceeds 12.5% of the
product of the current market price per share of Class A Common Stock on the
date for the determination of holders of Class A Common Stock entitled to
receive such distribution multiplied by the number of shares of Class A Common
Stock outstanding on such date, then, and in each such case, immediately

                                      -9-



after the close of business on such date for determination, the Conversion Price
in effect immediately prior to the close of business on the date fixed for
determination of the stockholders entitled to receive such distribution shall be
decreased by multiplying such Conversion Price by a fraction (A) the numerator
of which shall be equal to the current market price per share (determined as
provided in paragraph (H) of this Section (g)(5)) of the Class A Common Stock on
the date fixed for such determination less an amount equal to the quotient of
(x) the excess of such combined amount over such 12.5% and (y) the number of
shares of Class A Common Stock outstanding on such date for determination and
(B) the denominator of which shall be equal to the current market price per
share (determined as provided in paragraph (H) of this section (g)(5)) of the
Class A Common Stock on such date for determination. If any dividend or
distribution of the type described in this Section (g)(5)(D) is declared but not
so paid or made, the Conversion Price shall again be adjusted to the Conversion
Price which would then be in effect if such dividend or distribution had not
been declared.

              (F) in case a tender or exchange offer made by the Corporation or
any subsidiary of the Corporation for all or any portion of the Class A Common
Stock shall expire and such tender or exchange offer (as amended upon the
expiration thereof) shall require the payment to stockholders (based on the
acceptance (up to any maximum specified in the terms of the tender offer) of
Purchased Shares (as defined below)) of an aggregate consideration having a fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive) that combined together with (i) the aggregate of the cash plus
the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive) as of the expiration of such tender or
exchange offer, of consideration payable in respect of any other tender or
exchange offer, by the Corporation or any subsidiary of the Corporation for all
or any portion of the Class A Common Stock expiring within the 12 months
immediately preceding the expiration of such tender or exchange offer and in
respect of which no adjustment, pursuant to this Section (g)(5)(F) has been made
and (ii) the aggregate amount of any distributions to all holders of the Class A
Common Stock made exclusively in cash within the 12 months immediately preceding
the expiration of such tender or exchange offer and in respect of which no
adjustment pursuant to Section (g)(5) has been made, exceeds 12.5% of the
product of the current market price per share (determined as provided in
paragraph (H) of this Section (g)(5)) of the Class A Common Stock as of the last
time (the "Expiration Time") tenders or exchanges could have been made pursuant
to such tender or exchange offer (as it may be amended) multiplied by the number
of shares of Class A Common Stock outstanding (including any tendered or
exchanged shares) on the Expiration Time, then, and in each such case,
immediately prior to the opening of business on the day after the date of the
Expiration Time, the Conversion Price in effect immediately prior to the close
of business on the date of the Expiration Time shall be decreased by multiplying
such Conversion Price by a fraction (A) the numerator of which shall be equal to
(1) the product of (x) the current market price per share (determined as
provided in paragraph (H) of this Section (g)(5)) of the Class A Common Stock on
the elate of the Expiration Time and (y) the number of shares of Class A Common
Stock outstanding (including any tendered or exchanged shares) on the date of
the Expiration Time less (2) the amount of cash plus the fair market value
(determined by the Board of Directors, whose determination shall be conclusive)
of the aggregate consideration payable to stockholders based on the acceptance
(up to any maximum specified in the terms of the tender offer) of Purchased
Shares, and (B)

                                      -10-



the denominator of which shall be equal to the product of (x) the current market
price per share (determined as provided in paragraph (H) of this Section (g)(5))
of the Class A Common Stock as of the Expiration Time and (y) the number of
shares of Class A Common Stock outstanding (including any tendered or exchanged
shares) as of the Expiration Time less the number of all shares validly tendered
or exchanged and not withdrawn as of the Expiration Time (the shares deemed so
accepted up to any such maximum, being referred to as the "Purchased Shares").
In the event that the Corporation is obligated to purchase shares pursuant to
any such tender offer, but the Corporation is permanently prevented by
applicable law from effecting any such purchases or all such purchases are
rescinded, the Conversion Price shall again be adjusted to be the Conversion
Price which would then be in effect if such tender offer had not been made.

         (G)  the reclassification of Class A Common Stock into securities other
than Class A Common Stock (other than any reclassification upon a consolidation
or merger to which Section (g)(7) applies) shall be deemed to involve (i) a
distribution of such securities other than Class A Common Stock to all holders
of Class A Common Stock (and the effective date of such reclassification shall
be deemed to be "the date fixed for the determination of stockholders entitled
to receive such distribution" and "the date fixed for such determination" within
the meaning of paragraph (A) of this Section (g)(5)) and (ii) a subdivision or
combination, as the case may be, of the number of Class A Common stock
outstanding immediately prior to such reclassification into the number of Class
A Common Stock outstanding immediately thereafter (and the effective date of
such reclassification shall be deemed to be "the day upon which such subdivision
becomes effective," as the case may be, and "the day upon which such subdivision
or combination becomes effective", within the meaning of the paragraph (C) of
this Section (g)(5)).

         (H)  for the purpose of any computation under paragraphs (B), (D), (E),
or (F) of this Section (g)(5), the current market price per share of Class A
Common Stock on any date shall be deemed to be the average of the daily closing
prices per share of Class A Common Stock for the five trading days immediately
preceding the earlier of the day in question and the day before the "ex date"
with respect to the issuance or distribution requiring such computation. For
purposes of this paragraph, the term "ex date", when used with respect to any
issuance or distribution, means the first date on which the Class A Common Stock
trades regular way on the applicable securities exchange or in the applicable
securities market without the right to receive such issuance or distribution.

         (I)  the Corporation may make such reductions in the Conversion Price,
in addition to those required by subparagraphs (A), (B), (C.), (D), (E) and (F),
of this Section (g)(5), as it considers to be advisable to avoid or diminish any
income tax to holders of Class A Common Stock or rights to purchase Class A
Common Stock resulting from any dividend or distribution of stock (or rights to
acquire stock) or from any event treated as such for income tax purposes. The
Corporation from time to time may reduce the Conversion Price by any amount for
any period of time if the period is at least twenty clays, the reduction is
irrevocable during such period and the Board of Directors (or, to the extent
permitted by applicable law, a duly authorized committee thereof) shall have
made a determination that such reduction would be in the best interests of the
Corporation, which determination shall be conclusive. Wherever the Conversion
Price is reduced pursuant to the preceding sentence,

                                      -11-



the Corporation shall mail to holders of record of the Series A Convertible
Preferred Stock a notice of the reduction at least fifteen days prior to the
date the reduced Conversion Price takes effect, and such notice shall state the
reduced Conversion Price and the period it will be in effect.

         (J)  notwithstanding any other provision of this Section (g)(5), no
adjustment to the Conversion Price shall reduce the Conversion Price below the
then par value per share of the Common Stock, and any such purported adjustment
shall instead reduce the Conversion Price to such par value. The Corporation
hereby covenants not to take any action (1) to increase the par value per share
of the Class A Common Stock or (2) that would or does result in any adjustment
in the Conversion Price that would cause the Conversion Price to be less than
the then par value per share of the Class A Common Stock.

         (K)  notwithstanding any other provision of this Section (g)(5), no
adjustment in the Conversion Price need be made until all cumulative adjustments
amount to 1% or more of the Conversion Price as last adjusted. Any adjustments
that are not made shall be carried forward and taken into account in any
subsequent adjustment.

         (L)  whenever the Conversion Price is adjusted as herein provided:

              (1) the Corporation shall compute the adjusted conversion price
     and shall prepare a certificate signed by the Treasurer or Chief Financial
     Officer of the Corporation setting forth the adjusted Conversion Price and
     showing in reasonable detail the facts upon which such adjustment is based,
     and such certificate shall forthwith be filed with the transfer agent for
     the Series A Convertible Preferred Stock, and

              (2) a notice stating that the Conversion price has been adjusted
     and setting forth the adjusted Conversion Price shall as soon as
     practicable be mailed by the Corporation to all record holders of shares of
     Series A Convertible Preferred Stock at their last addresses as they shall
     appear upon the stock transfer books of the Corporation.

         (M)  in any case in which this Section (g)(5) provides that an
adjustment shall become effective immediately after a record date for an event,
the Corporation may defer until the occurrence or such event (x) issuing to the
holder of any share of Serves A Convertible Preferred Stock converted after such
record date and before the occurrence of such event the additional shares of
Class A Common Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the Class A Common Stock issuable upon
such conversion before giving effect to such adjustment and (y) paying to such
holder any amount in cash in lieu of any fractional share of Class A Common
Stock pursuant to Section (g)(6) hereof.

         (6)  Fractional Shares of Class A Common Stock The Corporation shall
not issue fractional shares or scrip representing fractional shares of Class A
Common Stock upon conversion of Series A Convertible Preferred Stock. Instead
the Corporation shall pay a cash adjustment based upon the closing price of the
Class A Common Stock on the

                                      -12-



business day immediately preceding the date of conversion. If more than one
certificate evidencing shares of Series A Convertible Preferred Stock shall be
surrendered for conversion at one time by the same holder, the number of shares
issuable upon conversion thereof shall be computed on the basis of the aggregate
number of shares of Series A Convertible Preferred Stock so surrendered.

         (7)  Merger, Consolidation, Restructuring, Reclassification, etc. In
the event that the Corporation shall be a party to any transaction, including
without limitation any (i) recapitalization or reclassification of the Class A
Common Stock(other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination of the Class A Common Stock), (ii) any consolidation of the
Corporation with, or merger of the Corporation into, any other Person, any
merger of another Person into the Corporation (other than a merger which does
not result in a reclassification, conversion, exchange or cancellation of
outstanding shares of Class A Common Stock of the Corporation), (iii) any sale
or transfer of all or substantially all of the assets of the Corporation or (iv)
any compulsory share exchange, pursuant to which the Class A Common Stock is
converted into the right to receive other securities, cash or other property,
then lawful provision shall he made as part of the terms of such transaction
whereby the holder of each share of Series A Convertible Preferred Stock then
outstanding shall have the right thereafter, to convert such share into the kind
and amount of securities, cash and other property receivable upon such
recapitalization, reclassification, consolidation, merger, sale, transfer or
share exchange by a holder of the number of shares of Class A Common Stock into
which such share of Series A Convertible Preferred Stock might have been
converted immediately prior to such recapitalization, reclassification,
consolidation, merger, sale, transfer or share exchange. The Corporation or the
Person formed by such consolidation or resulting from such merger or which
acquires such assets or which acquires the Corporation's shares, as the case may
be, shall make provisions in its certificate or articles of incorporation or
other constituent document to establish such right. Such certificate or articles
of incorporation or other constituent document shall provide for adjustments
which, for events subsequent to the effective date of such certificate or
articles of incorporation or other constituent document, shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
(g). The above provisions shall similarly apply to successive recapitalizations,
reclassifications, consolidations, mergers, sales, transfers or share exchanges.
As used in this Section (g)(7) the word "Person" means any individual,
corporation, partnership, joint venture, association, joint-stock corporation,
trust, unincorporated organization or government or agency or political
subdivision thereof (including any subdivision or ongoing business of any such
entity or substantially all of the assets of any such entity, subdivision or
business).

         (8)  Stock to be Reserved. The Corporation shall at all times reserve
and keep available, free from preemptive rights, out of its authorized but
unissued Class A Common Stock or its issued Class A Common Stock held in
treasury, or both, solely for the purpose of issuance on the conversion of the
Series A Convertible Preferred Stock herein provided such number of shares of
Class A Common Stock as shall then be issuable on the conversion thereof. If at
any time the number of authorized but unissued shares of Class A Common Stock
shall not be sufficient to effect the conversion of the Series A Convertible
Preferred Stock, the Corporation shall use its best efforts to take such
corporate action as may

                                      -13-



in the opinion of its counsel be necessary to increase its authorized but
unissued shares of Class A Common Stock to such number of shares as shall be
sufficient for that purpose. The Corporation covenants and agrees that all
shares of Class A Common Stock which shall be so issuable shall, on issuance, be
duly authorized and validly issued, fully paid and nonassessable and free from
all preemptive rights of stockholders and liens and charges with respect to the
issue thereof. The Corporation shall use its best efforts to take all such
action as may be necessary to assure that all such shares of Class A Common
Stock may be so issued without violation of any applicable law or regulation,
the charter or by-laws of the Corporation, or any agreement, instrument or order
to which the Corporation is then subject.

         (9)  Notice of Action. In case:

         (A)  the Corporation shall authorize or take an action that would, upon
consummation, require a Conversion Price adjustment pursuant to subparagraphs
(B), (C), (D), (E) or (F) of Section (f)(5) hereof; or

         (B)  of any reclassification of Class A Common Stock (other than a
subdivision or combination of the outstanding Class A Common Stock, or a charge
in par value, or from par value to no par value, or from no par value to par
value), or of any consolidation or merger to which the Corporation is a party
and for which approval of any stockholders of the Corporation shall be required,
or of the sale or transfer of all or substantially all of the assets of the
Corporation or of any compulsory share exchange whereby the Class A Common Stock
is converted into other securities, cash or other property; or

         (C)  of the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation;

         then the Corporation shall cause to be mailed to the holders of record
of the Series A Convertible Preferred Stock, at their last addresses as they
shall appear upon the stock transfer books of the Corporation, at least twenty
days prior to the proposed record or effective date as the case may be, notice
stating (x) the date on which a record (if any) is to be taken for the purpose
of such action, dividend or distribution, or, if a record is not to be taken,
the date as of which the holders of Class A Common Stock of record to be
entitled to such dividend or distribution are to be determined or (y) the date
on which such action, reclassification, consolidation, merger, sale, transfer,
share exchange, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of Class A
Common Stock of record shall be entitled to exchange their shares of Class A
Common Stock for securities or other property deliverable upon such action,
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up (but no failure to mail such notice or
any defect therein or in the mailing thereof shall affect the validity of the
corporate action required to be specified in such notice).

         (10) Employee Plan, etc. Notwithstanding the foregoing provisions, the
issuance of any shares of Class A Common Stock pursuant to any plan providing
for the reinvestment of dividends or interest payable on securities of the
Corporation and the

                                      -14-



investment of dividends or interest payable on securities of the Corporation and
the investment of additional optional amounts in shares of Class A Common Stock
under any such plan and the issuance of any shares of Class A Common Stock or
options or rights to purchase such shares pursuant to any employee benefit plan
or program of the Corporation or pursuant to any option, warrant, right or
exercisable, exchangeable or convertible security outstanding as of the issue
date of the Series A Convertible Preferred Stock, shall not be deemed to
constitute an issuance of Class A Common Stock or exercisable, exchangeable or
convertible securities by the Corporation to which any of the adjustment
provisions described above applies so long as the size or extent of the plan or
plans are customary to corporations similar to the Corporation. There shall also
be no adjustment of the Conversion Price in case of the issuance of any stock
(or securities convertible into or exchangeable for stock) of the Corporation
except as specifically described in this Section (g). If any action would
require adjustment of the Conversion Price pursuant to more than one of the
provisions described above, only one adjustment shall be made and such
adjustment shall be the amount of adjustment which has the greatest absolute
value.

          (11) Listing. If any shares of the Class A Common Stock required to be
reserved for purposes of the conversion of the Series A Convertible Preferred
Stock hereunder require listing on the Nasdaq National Market or any stock
exchange on which securities of the Corporation are then listed before such
shares may be issued on conversion, the Corporation shall, at its expense, use
its best efforts to cause such shares to be duly listed on the Nasdaq National
Market or any such stock exchange.

          (12) Issue Tax. The issuance of certificates for shares of Class A
Common Stock on conversion of the Series A Convertible Preferred Stock and the
issuance of certificates for shares of the Series A Convertible Preferred Stock
upon the conversion of only a portion of the number of shares of the Series A
Convertible Preferred Stock covered by a certificate therefor, shall be made
without charge to any holder thereof for any issuance tax in respect thereto,
provided that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of such holder.

          (13) Class A Common Stock owned by the Corporation. For purposes of
this Section (g), the .number of shares of Class A Common Stock at any time
outstanding shall not include any shares of Class A Common Stock then owned or
held by or for the account of the Corporation.

          (h)  Voting Rights.

          (1)  General. Except as otherwise set forth herein or as may be
otherwise required by law, the holders of shares of the Series A Convertible
Preferred Stock shall be entitled to notice of all shareholder meetings in
accordance with the By-Laws of the Corporation and to vote on all matters
presented to the shareholders of the Corporation and shall be entitled to the
number of votes per share of the Series A Convertible Preferred Stock equal to
the number of full shares of the Class A Common Stock into which a share of the
Series A Convertible Preferred Stock is convertible on the record date for the
determination

                                      -15-



of the shareholders entitled to vote on such matters or, if no such record is
established, at the date on which such vote is taken.

          (2)  Voting with Common Stock. Except as otherwise set forth herein or
as may be otherwise required by law, the respective holders of shares of the
Series A Convertible Preferred Stock, the Class A Common Stock, the Class B
Common Stock and any other series of the Preferred Stock which is entitled to
vote with the Class A Common Stock and the Class B Common Stock shall vote
together as one class and not as separate classes. If the Corporation issues
shares of the Preferred Stock in additional series, such shares may vote
together with the shares of the Series A Convertible Preferred Stock, the Class
A Common Stock, the Class B Common Stock if this Restated Certificate of
Incorporation is amended to so provide, except on any matters as to which any
one or more series of the Preferred Stock has the express right to vote
separately as a class.

          (3)  Class Voting. The Corporation shall not, without the affirmative
vote or consent of the holders of a majority of the shares of Series A
Convertible Preferred Stock then outstanding:

          (A)  authorize, create (by way of reclassification or otherwise) or
issue any Parity Securities or Senior Securities or any obligation or security
convertible into or evidencing the right to purchase any Parity Securities or
Senior Securities; provided, however, that the Corporation may authorize and
issue, without any vote or consent of the holders of Series A Convertible
Preferred Stock, up to $20 million aggregate Liquidation Preference amount of
(i) additional shares of the Series A Convertible Preferred Stock and/or (ii)
shares of one or more other series of the Corporation's Preferred Stock so long
as such other series have rights, preferences and limitations that are
substantially similar to, and not more favorable to the holders thereof than,
those of the Series A Convertible Preferred Stock, and, in particular, have an
initial conversion price or rate no more favorable than the Conversion Price and
the terms of which expressly provide that such series will rank on a parity with
the Series A Convertible Preferred Stock (any such additional shares of the
Series A Convertible Preferred Stock and shares of any such series being
referred to herein as "Comparable Parity Securities");

          (B)  amend or otherwise alter its Restated Certificate of
Incorporation in any manner that adversely affects the rights, privileges and
preferences of the Series A Convertible Preferred Stock set forth in this
Certificate of Amendment; or

          (C)  take any action requiring a vote of stockholders of the
Corporation that (x) is materially adverse to the holders of Series A
Convertible Preferred Stock or (y) adversely affects the rights, preferences and
privileges of the Series A Convertible Preferred Stock set forth in this
Certificate of Amendment.

          (i)  Payment.

          (1)  All amounts payable in cash with respect to the Series A
Convertible Preferred Stock shall be payable in United States dollars at the
principal executive office of the Corporation or, at the option of the holder,
payment of dividends (if any) may be made by

                                      -16-



check mailed to such holder of shares of Series A Convertible Preferred Stock at
its address set forth in the register of holders of Series A Convertible
Preferred Stock maintained by the Corporation.

          (2)  Any payment on the Series A Convertible Preferred Stock due on
any day that is not a business day need not be made on such day, but may be made
on the next succeeding business day with the same force and effect as if made on
such due date.

          (3)  Dividends payable on the Series A Convertible Preferred Stock on
any day that is a Dividend Payment Pate shall be paid to the holders of record
as of the immediately preceding record date,

          (j)  Headings of Subdivisions.

          The headings of the various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the provisions
hereof.

          (k)  Severability of Provisions.

          If any voting powers, preferences and relative, participating,
optional and other special rights of the Series A Convertible Preferred Stock
and qualifications, limitations and restrictions thereof set forth in this
Certificate of Amendment (as it may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule of law or public
policy, all other voting powers, preferences and relative, participating,
optional and other special rights of the Series A Convertible Preferred Stock
and qualifications, limitations and restrictions thereof set forth in this
Certificate of Amendment (as so amended) which can be given effect without the
invalid, unlawful or unenforceable voting powers, preferences and relative,
participating, optional and other special rights of the Series A Convertible
Preferred Stock and qualifications, limitations and restrictions thereof shall,
nevertheless, remain in full force and effect, and no voting powers, preferences
and relative, participating, optional or other special rights of the Series A
Convertible Preferred Stock and qualifications, limitations and restrictions
thereof set forth shall be deemed dependent upon any other such voting powers,
preferences and relative, participating optional or other special rights of the
Series A Convertible Preferred Stock and qualifications, limitations and
restrictions thereof unless so expressed herein.

          The foregoing amendment was duly authorized in accordance with
Sections 502(c) and (d) and 803(c) of the Business Corporation Law by the
unanimous written consent of the Board of Directors.

                                      -17-



                  IN WITNESS WHEREOF, the undersigned has executed this

Certificate of Amendment on May 3, 2002.

                                              /s/ Ralph C. Guild
                                              ----------------------------------
                                              Ralph C. Guild
                                              Chairman of the Board

Attest:

/s/ Paul Parzuchowski
----------------------------
Paul Parzuchowski, Secretary

                                      -18-