Exhibit 3.1.1


                    CERTIFICATE OF AMENDMENT
                               OF
                  CERTIFICATE OF INCORPORATION
                               OF
                       USARadio.com, Inc.


     USARadio.com, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General
Corporation Law of the State of Delaware ("DGCL"),


DOES HEREBY CERTIFY THAT:

     FIRST:  The name of the Corporation is USARadio.com, Inc.

     SECOND:  On May 3, 2001, by written consent pursuant to
Section 141 of the DGCL, the Board of Directors of the
Corporation adopted a resolution, which set forth a proposed
amendment to the Certificate of Incorporation of the Corporation.
The resolution setting forth the proposed amendment is as
follows:

          RESOLVED, that ARTICLE FIRST of the Certificate of
     Incorporation of the Corporation be amended to read in
     its entirety as follows:

          "FIRST:  The name of the corporation is USA Radio
          Network, Inc. (the "Corporation")."

     THIRD:  The proposed amendment to ARTICLE FIRST of the
Certificate of Incorporation of the Corporation was submitted to
the stockholders of the Corporation and at a meeting duly called
and held on June 29, 2001 at which a quorum was present and
voting, the stockholders of the Corporation adopted and approved
the proposed amendment to Article First of the Certificate of
Incorporation.

     FOURTH:  That said amendment was duly adopted in accordance
with Section 242 of the DGCL.

     IN WITNESS WHEREOF, the undersigned has caused this
Certificate of Amendment of Certificate of Incorporation to be
signed and attested by its duly authorized officers, this 6th day
of July, 2001.

                              USARadio.com, Inc.


                              By:  /s/ Marlin Maddoux
                                   ------------------------------
                              Name:     Marlin Maddoux
                              Title:    President



ATTEST:


By:  /s/ Mark R. Maddoux
     ------------------------------
Name:     Mark R. Maddoux
Title:    Vice President & Chief Financial Officer