<PAGE>
Exhibit 3.1.1
CERTIFICATE OF AMENDMENT
OF THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RADIO ONE, INC.
Under Section 242 of the General Corporation Law of the State of Delaware
-------------------------------------------------------------------------
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, the undersigned, being the Assistant Secretary of Radio One, Inc., a
Delaware corporation (hereinafter called the "Corporation") does hereby certify
that:
FIRST: The name of the Corporation is Radio One, Inc.
SECOND: The original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on July 15, 1996, an Amended and
Restated Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on May 6, 1999, and an Amended and Restated Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
May 9, 2000.
THIRD: The Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended to effect changes in Article IV Section 4.3(d)(i)
and (v) thereof, accordingly Article IV Section 4.3(d)(i) and (v) of the Amended
and Restated Certificate of Incorporation are hereby amended to read in their
entirety as follows:
ARTICLE IV
Section 4.3(d) Conversion of Common Stock.
"(i) Conversion of Class A Common. Subject to the terms and
conditions stated herein, the holder of any shares of Class A Common shall have
the right at any time, at such holder's option, to convert all or a portion of
the shares of Class A Common so held into the same number of shares of Class C
Common or Class D Common. Such right of conversion shall be exercised (A) by
giving written notice (the "Notice") to the Corporation at least ten (10) days
prior to the Conversion Date (as defined below) specifying therein that the
holder elects to convert a stated number of shares of Class A Common into shares
of Class C Common or Class D Common on the date specified in such Notice (the
"Conversion Date") and (B) by surrendering the certificate or certificates
representing at least the number of shares of Class A Common to be converted to
the Corporation at its principal office at any time during the usual business
hours on or before the Conversion Date, duly endorsed in blank by the owner of
the certificate so surrendered, together with a statement of the name or names
(with addresses) of the Person or Persons in whose name or names the certificate
or certificates for shares issued on conversion shall be registered. Shares of
Class A Common that have been converted hereunder shall not be canceled but
shall remain as treasury shares unless retired by resolution of the Board of
Directors."
<PAGE>
"(v) Surrender of Certificates. Subject to the other provisions of
this Section 4.3 and of ARTICLE IX of this Amended and Restated Certificate of
Incorporation, promptly after (A) the Conversion Date and (B) the surrender of
such certificate or certificates representing the share or shares of Class A
Common, Class B Common or Class C Common to be converted, the Corporation shall
issue and deliver, or cause to be issued and delivered, to the holder requesting
conversion, registered in such name or names as such holder may direct, a
certificate or certificates for the number of shares of the class of Common
Stock issuable upon the conversion of such share or shares, together with a
certificate or certificates evidencing any balance of the shares of the class
surrendered to the Corporation but not then being converted. To the extent
permitted by law, such conversion shall be deemed to have been effected as of
the close of business on the later of the Conversion Date or the date upon which
the Corporation shall have received the certificate or certificates representing
the shares to be converted, and at such time the rights of the holder of such
share or shares as such holder shall cease, and the Person or Persons in whose
name or names any certificate or certificates for shares shall be issuable upon
such conversion shall be deemed to have become the holder or holders of record
of such shares of Class A Common, Class C Common or Class D Common, as the case
may be."
FOURTH: The amendment of the Amended and Restated Certificate of
Incorporation herein certified has been duly adopted in accordance with the
provisions of Sections 141 and 242 of the General Corporation Law of the State
of Delaware.
* * * * *
IN WITNESS WHEREOF, the undersigned affirms as true the foregoing under
penalties of perjury, and has executed this Certificate this 21/st/ day of
September, 2000.
RADIO ONE, INC.
By: /s/ Linda J. Eckard
---------------------------
Name: Linda J. Eckard
Title: Assistant Secretary
-2-
