EXHIBIT 3.4 STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE PAGE 1 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE CORPORATION UNDER THE NAME OF "RADIO ONE LICENSES, INC." TO A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM "RADIO ONE LICENSES, INC." TO "RADIO ONE LICENSES, LLC", FILED IN THIS OFFICE ON THE TWENTIETH DAY OF DECEMBER, A.D. 2001, AT 9:01 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF CONVERSION IS THE THIRTY-FIRST DAY DAY OF DECEMBER, A.D. 2001 /s/ Harriet Smith Windsor ----------------------------------------- [SEAL] HARRIET SMITH WINDSOR, SECRETARY OF STATE 2732539 8100V AUTHENTICATION: 1522616 010660306 DATE: 12-21-01 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:01 AM 12/20/2001 010660306 - 2732589 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL CORPORATION LAW. 1.) The name of the corporation immediately prior to filing this Certificate is Radio One Licenses, Inc. 2.) The date the Certificate of Incorporation was filed on is March 27, 1997. 3.) The original name of the corporation as set forth in the Certificate of Incorporation is Radio One Licenses, Inc. 4.) The name of the limited liability company as set forth in the formation is Radio One Licenses, LLC. 5.) The conversion has been approved in accordance with the provisions of Section 266. 6.) This Certificate of Conversion shall be effective on December 31, 2001 Radio One Licenses, Inc. By: /s/ Linda J. Eckard Vilardo ---------------------------- Authorized Officer NAME: LINDA J. ECKARD VILARDO ---------------------------- VICE PRESIDENT [ILLEGIBLE]