Exhibit 3.5


                    AMENDMENT TO THIRD AMENDED AND RESTATED
                      AGREEMENT OF LIMITED PARTNERSHIP OF
                           MUZAK LIMITED PARTNERSHIP



          Reference is made to the Third Amended and Restated Agreement of
Limited Partnership of Muzak Limited Partnership dated as of November 4, 1994
(the "Partnership Agreement") among MLP Acquisition, L.P., as managing general
partner, MLP Administration Corp., as administrative general partner, and each
of the Limited Partners party thereto. Capitalized terms used but not defined
herein shall have the respective meanings provided in the Partnership Agreement.

          The undersigned Managing General Partner and Limited Partners
constituting the Majority Vote of the Partners hereby amend the Partnership
Agreement to (i) delete the reference in the definition of "Class C-1
Participation Amount" in Article I to the sum "1,429,933" and insert in lieu
thereof the sum "1,420,368" and (ii) delete the reference in Section 19.05(a) to
the phrase "which has a then Fair Market Value equal to the then Preferred
Interest Liquidation Preference" and insert in lieu thereof the phrase "equal to
the then Preferred Interest Liquidation Preference divided by $1.75."

          Except as expressly provided herein, the Partnership Agreement shall
remain in full force and effect in accordance with its terms. This Amendment may
be executed in one or more counterparts, each of which shall be an original
hereof and which together shall constitute one and the same Amendment.



 
          IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the 13th day of April, 1996.



                                 MLP ACQUISITION, L.P.
                                 By:  Music Holdings Corp.,
                                      as general partner


                                      By: /s/ Kirk A. Collamer
                                          --------------------
                                          Name:  Kirk A. Collamer
                                          Title: Vice President

                                 MLP ADMINISTRATION CORP.


                                      By: /s/ Kirk A. Collamer
                                          --------------------
                                          Name:  Kirk A. Collamer
                                          Title: Vice President


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