FIRST AMENDMENT

                                       to

                          CERTIFICATE OF INCORPORATION

                                       of

                                  MUZAK, INC.



          This First Amendment to Certificate of Incorporation of Muzak, Inc.,
a Delaware corporation (the "Corporation"), has been duly prepared and executed
for filing in the State of Delaware in accordance with the provisions of Section
242 of the Delaware General Corporation Law.

          1.   Article I of the Certificate of Incorporation is hereby amended
to read in its entirety as follows:

                                   "ARTICLE I
                                      NAME

               The name of the corporation is "Muzak Capital Corporation" (the
               "Corporation")."

          IN WITNESS WHEREOF, the undersigned has executed this amendment as of
the 27th day of August, 1996.



                              By:   /s/  John R. Jester
                                  -----------------------------
                                  Name:  John R. Jester
                                  Title: President and Chief
                                         Executive Officer