THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                        SPANISH BROADCASTING SYSTEM, INC.
 
                  This Third Amended and Restated Certificate of Incorporation
of Spanish Broadcasting System, Inc. was duly authorized, approved and adopted
in accordance with the provisions of Sections 228, 242 and 245 of the Delaware
General Corporation Law (the "DGCL"). Pursuant to Section 228(d) of the DGCL,
written notice has been given to the stockholders who have not consented in
writing. The original Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware on June 1, 1994, and an Amended and Restated
Certificate of Incorporation was filed with the Secretary of State of Delaware
on June 27, 1994 and on March 21, 1996. The provisions of the certificate of
incorporation of the Corporation, as amended and restated, shall at the
Effective Date (as defined below) read as follows:
 
                                ARTICLE I - NAME
 
                  The name of the corporation is Spanish Broadcasting System,
Inc. (the "Corporation").
 
                         ARTICLE II - REGISTERED OFFICE
 
                  The post office address of the registered office of the
Corporation in the State of Delaware is 9 East Loockerman Street, City of Dover,
County of Kent, Delaware. The name of the registered agent of the Corporation at
that address is National Corporate Research, Ltd.
 
                              ARTICLE III - PURPOSE
 
                  The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "DGCL").
 
                  ARTICLE IV - RECLASSIFICATION AND STOCK SPLIT
 
                  Immediately upon the filing of this Third Amended and Restated
Certificate of Incorporation with the Secretary of State of the State of
Delaware (the "Effective Date"), each share of Class A Common Stock, par value
$.01 per share, outstanding immediately prior to the Effective Date shall be,
without further action by the Corporation or any holder thereof, changed,
converted and reclassified into a number of shares of newly authorized Class B
Common Stock equal to the number of shares representing a 50 to 1 stock split
for each share (the "Conversion Factor"). Each certificate then outstanding
stating on its face that it represents shares of Class A Common Stock existing
prior to the Effective Date, shall automatically represent, from and after the
Effective Date, a number of shares of Class B Common Stock equal to the number
of shares
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on the face of the certificate of Class A Common Stock existing prior to the
Effective Date multiplied by the Conversion Factor.
 
                            ARTICLE V - CAPITAL STOCK
 
                  Section 5.1. General. The maximum number of shares of capital
stock which the Corporation shall have authority to issue is One Hundred and
Fifty-One Million (151,000,000) shares of capital stock, of which One Hundred
Million (100,000,000) shares shall be Class A Common Stock, par value $.0001 per
share and of which Fifty Million (50,000,000) shares shall be Class B Common
Stock, par value $.0001 per share (the Class A Common Stock and Class B Common
Stock shall collectively be referred to as the "Common Stock") and One Million
(1,000,000) shares of preferred stock, par value $.01 per share (the "Preferred
Stock"). The Common Stock and the Preferred Stock are sometimes referred to
herein as the Capital Stock of the Corporation.
 
                  Section 5.2.      Preferred Stock/Certificate of Designation.
 
                  (a) Preferred Stock. The Preferred Stock may be issued in one
or more series. The Corporation's Board of Directors is hereby expressly
authorized without further action by the Corporation's stockholders, subject to
limitations prescribed by the DGCL, to authorize and otherwise provide for the
issuance of the shares of Preferred Stock in one or more series, and by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, to determine the powers, designations, preferences and relative,
participating, optional or other special rights, including voting rights, and
the qualifications, limitations and restrictions thereof, of each series of
Preferred Stock and may increase or decrease the number of shares within each
such series; provided, however, that the Corporation's Board of Directors may
not decrease the number of shares within a series to less than the number of
shares within such series that are then outstanding and may not increase the
number of shares within a series above the total number of authorized shares of
Preferred Stock for which the powers, designations, preferences and rights have
not otherwise been set forth herein. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:
 
                           (i) the number of shares constituting that series and
         the distinctive designation of that series;
 
                           (ii) the dividend rate on the shares of that series,
         whether dividends shall be cumulative, and, if so, from which date or
         dates, and the relative rights of priority, if any, of payment of
         dividends on shares of that series;
 
                           (iii) whether that series shall have voting, optional
         and/or special rights, in addition to the voting rights provided by
         law, and, if so, the terms of such voting rights, including, without
         limitation, the right to elect one or more members of the Board of
         Directors;
 
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                           (iv) whether that series shall have conversion
         privileges, and, if so, the terms and conditions of such conversion,
         including provision for adjustment of the conversion rate in such
         events as the Board of Directors shall determine;
 
                           (v) whether or not the shares of that series shall be
         redeemable, and, if so, the terms and conditions of such redemption,
         including the date or dates upon which they shall be redeemable, and
         the amount per share payable in case of redemption, which amount may
         vary under different conditions and at different redemption dates;
 
                           (vi) whether that series shall have a sinking fund
         for the redemption or purchase of shares of that series, and, if so,
         the terms and amount of such sinking fund; and
 
                           (vii) the rights of the shares of that series in the
         event of voluntary or involuntary liquidation, dissolution or winding
         up of the Corporation, and the relative rights of priority, if any, of
         payment of shares of that series.
 
                  (b) Certificate of Designation. The Designations, Powers,
Preferences and Relative, Participating, Optional and other Special Rights of 14
1/4% Senior Exchangeable Preferred Stock, Series A, and Qualifications,
Limitations and Restrictions thereof are set forth on Exhibit A hereto.
 
                  Section 5.3. Provisions Applicable to Both Classes of Common
Stock. Except as otherwise required by the DGCL or as otherwise provided in
Sections 5.4 and 5.6 hereof and Section 5.3(a) below, the Class A Common Stock
and the Class B Common Stock shall be identical.
 
                  (a) Voting Rights. The holders of Class A Common Stock shall
be entitled to one (1) vote per share in person or by written proxy at all
annual or special meetings of the Corporation or on matters in which the holders
of Capital Stock are entitled to vote. The holders of Class B Common Stock shall
be entitled to ten (10) votes per share, in person or by written proxy at all
annual or special meetings of the Corporation or on matters in which the holders
of Capital Stock are entitled to vote. Except as set forth herein, the holders
of Class A Common Stock and Class B Common Stock shall vote together as a single
class. The holders of Class A Common Stock and Class B Common Stock shall each
be entitled to vote separately as a class with respect to (i) amendments to this
Third Amended and Restated Certificate of Incorporation that alter or change the
powers, preferences or special rights of their respective class of stock so as
to affect them adversely and (ii) such other matters as require class votes
under the DGCL or other applicable laws. Except as otherwise provided by the
DGCL or other applicable law or pursuant to Section 5.2 hereof or by resolution
or resolutions of the Board providing for the issuance of any series of
Preferred Stock, the holders of the Class A Common Stock and the Class B Common
Stock shall have the sole voting power for all purposes, each holder of the
Class A Common Stock and Class B Common Stock being entitled to vote as provided
in this Section 5.3(a).
 
 
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                  (b) Stock Splits. The Corporation shall not in any manner
subdivide (by any stock split, reclassification, stock dividend,
recapitalization or otherwise) or combine the outstanding shares of one class of
Common Stock unless the outstanding shares of all classes of Common Stock shall
be proportionately subdivided or combined; provided, however, that the
Corporation shall effect the reclassification and stock split set forth in
ARTICLE IV upon the filing of this Third Amended and Restated Certificate of
Incorporation.
 
                  (c) Liquidation Rights. Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the affairs of the Corporation, after
payment shall have been made to holders of outstanding Preferred Stock, if any,
of the full amount to which they are entitled pursuant to this Third Amended and
Restated Certificate of Incorporation and any resolutions that may be adopted
from time to time by the Corporation's Board of Directors for the purpose of
fixing the designations, preferences, rights and restrictions of any series of
Preferred Stock, the holders of Common Stock shall be entitled to share ratably
in accordance with the number of shares of Common Stock held by each such
holder, in all remaining assets of the Corporation available for distribution
among the holders of Common Stock, whether such assets are capital, surplus or
earnings. For purposes of this paragraph, neither the consolidation or merger of
the Corporation with or into any other corporation or corporations pursuant to
which the holders of Capital Stock of the Corporation receive capital stock
and/or other securities (including debt securities) of the acquiring corporation
(or of the direct or indirect parent corporation of the acquiring corporation),
nor the sale, lease or transfer by the Corporation of all or any part of its
assets, nor the reduction of the capital stock of the Corporation, shall be
deemed to be a voluntary or involuntary liquidation, dissolution or winding up
of the Corporation as those terms used in this paragraph.
 
                  (d) Dividends. If and when dividends on the Class A Common
Stock and Class B Common Stock are declared payable from time to time by the
Board as provided in this Section 5.3(d), whether payable in cash, in property
or in shares of stock of the Corporation, the holders of Class A Common Stock
and the holders of Class B Common Stock shall be entitled to share equally, on a
per share basis, in such dividends, subject to the limitations described below.
If dividends are declared that are payable in shares of Class A Common Stock or
Class B Common Stock, such dividends shall be payable at the same rate on all
classes of Common Stock and the dividends payable in shares of Class A Common
Stock shall be payable only to holders of Class A Common Stock and the dividends
payable in shares of Class B common Stock shall be payable only to holders of
Class B Common Stock. If the Corporation shall in any manner subdivide or
combine the outstanding shares of Class A Common Stock or Class B Common Stock,
the outstanding shares of the other such class of Common Stock shall be
proportionally subdivided or combined in the same manner and on the same basis
as the outstanding shares of Class A Common Stock or Class B Common Stock, as
the case may be, that have been subdivided or combined.
 
 
                  Section 5.4.      Transfer of Class B Common Stock.
 
                  (a) A Beneficial Owner (as hereinafter defined) of shares of
Class B Common Stock (herein referred to in this section as a "Class B
Stockholder") may transfer, directly or indirectly, shares of Class B Common
Stock, whether by sale, assignment, gift or otherwise, only
 
 
 
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<PAGE>   5
to a Class B Permitted Transferee (as hereinafter defined) and no Class B
Stockholder may otherwise transfer Beneficial Ownership (as hereinafter defined)
of any shares of Class B Common Stock. In the event of any attempted transfer of
the Beneficial Ownership of any shares of Class B Common Stock in violation of
the limitation provided in the preceding sentence, the shares of Class B Common
Stock with respect to which the transfer of such Beneficial Ownership has been
attempted shall be deemed to have been converted automatically, without further
deed or action by or on behalf of any person, into the same number of shares of
Class A Common Stock.
 
         "Class B Permitted Transferee" shall mean, if the Class B Stockholder
is an individual:
 
                           (i) the estate of the Class B Stockholder or any
         legatee, heir or distributees thereof;
 
                           (ii)     the spouse of the Class B Stockholder;
 
                           (iii) any parent or grandparent and any lineal
         descendant (including any adopted child) of any parent or grandparent
         of the Class B Stockholder or of the Class B Stockholder's spouse;
 
                           (iv) any guardian or custodian (including a custodian
         for purposes of the Uniform Gift to Minors Act or Uniform Transfers to
         Minor Act) for, or any executor, administrator, conservator and/or
         other legal representative of, the Class B Stockholder and/or any Class
         B Permitted Transferee or Class B Permitted Transferees thereof;
 
                           (v) a trust (including a voting trust), and any
         savings or retirement account, such as an individual retirement account
         for purposes of federal income tax laws, whether or not involving a
         trust, principally for the benefit of such Class B Stockholder and/or
         any Class B Permitted Transferee or Class B Permitted Transferees
         thereof, including any trust in respect of which such Class B
         Stockholder and/or any Class B Permitted Transferee or Class B
         Permitted Transferees thereof has any general or special power of
         appointment or general or special non-testamentary power or special
         testamentary power of appointment limited to any Class B Permitted
         Transferee or Class B Permitted Transferees;
 
                           (vi) any corporation, partnership or other business
         entity if Substantial Beneficial Ownership (as hereinafter defined)
         thereof is held by such Class B Stockholder and/or any Class B
         Permitted Transferee or Class B Permitted Transferees thereof;
         provided, however, that if such Class B Stockholder, and all Class B
         Permitted Transferees thereof, cease, for whatever reason, to hold
         Substantial Beneficial Ownership of such corporation, partnership or
         other business entity, then any and all shares of Class B Common Stock
         that such corporation, partnership or other business entity is the
         Beneficial Owner of shall be deemed to be converted automatically,
         without further deed or action by or on behalf of any person, into
         shares of Class A Common Stock;
 
 
 
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<PAGE>   6
                           (vii) Pablo Raul Alarcon, Sr., Raul Alarcon, Jr. and
         Jose Grimalt (each a "Founding Investor") and/or any Class B Permitted
         Transferee or Class B Permitted Transferees of a Founding Investor; and
 
                           (viii) the Corporation.
 
         "Class B Permitted Transferee" shall mean, if the Class B Stockholder
is a corporation, partnership or other business entity:
 
                           (i) any employee benefit plan, or trust thereunder or
         therefor, sponsored by the Class B Stockholder;
 
                           (ii) any trust (including any voting or liquidating
         trust) principally for the benefit of the Class B Stockholder and/or
         any Class B Permitted Transferee or Class B Permitted Transferees
         thereof;
 
                           (iii) any corporation, partnership or other business
         entity if Substantial Beneficial Ownership thereof is held by such
         Class B Stockholder and/or any Class B Permitted Transferee or Class B
         Permitted Transferees thereof; provided, however, that if such Class B
         Stockholder, and all Class B Permitted Transferees thereof, cease, for
         whatever reason, to hold Substantial Beneficial Ownership of such
         corporation, partnership or other business entity, then any and all
         shares of Class B Common Stock that such corporation, partnership or
         other business entity is the Beneficial Owner of shall be deemed to be
         converted automatically, without further deed or action by or on behalf
         of any person, into shares of Class A Common Stock;
 
                           (iv) the stockholders of the corporation, partners of
         the partnership or other owners of equity interests in any other
         business entity, who receive such shares, by way of dividend or
         distribution (upon dissolution, liquidation or otherwise), provided
         that such transfer will not result in Beneficial Ownership of any of
         such shares by any person who did not have the power to control such
         corporation, partnership or business entity at the time such
         corporation, partnership or business entity first acquired Beneficial
         Ownership of such shares of Class B Common Stock (other than by any
         person who qualifies as a Class B Permitted Transferee pursuant to any
         other provision of this paragraph (i) of this Section 5.4);
 
                           (v)      the Corporation; and
 
                           (vi) any Founding Investor and/or any Class B
         Permitted Transferee or Class B Permitted Transferees of a Founding
         Investor.
 
                  (b) Any person who holds shares of Class B Common Stock for
the Beneficial Ownership of another, including (A) any broker or dealer in
securities; (B) any clearing house; (C) any bank, trust company, savings and
loan association or other financial institution; (D) any other nominee; and (E)
any savings plan or account or related trust, such as an individual retirement
account, may transfer such shares to the person or persons for whose benefit it
holds
 
 
 
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such shares. Notwithstanding anything to the contrary set forth herein, any
holder of Class B Common Stock may pledge such shares to a pledgee pursuant to a
bona fide pledge of such shares as collateral security for indebtedness due to
the pledgee, provided that such shares may not be transferred to or registered
in the name of the pledgee unless such pledgee is a Class B Permitted
Transferee. In the event of foreclosure or other similar action by the pledgee,
such pledged shares shall automatically, without any act or deed on the part of
the Corporation or any other person, be converted into shares of Class A Common
Stock unless within five business days after such foreclosure or similar event
such pledged shares are returned to the pledgor or transferred to a Class B
Permitted Transferee. The foregoing provisions of this paragraph shall not be
deemed to restrict or prevent any transfer of such shares by operation of law
upon incompetence, death, dissolution or bankruptcy of any Class B Stockholder
or any provision of law providing for, or judicial order of, forfeiture, seizure
or impoundment.
 
                  (c) Any transferee of shares of Class B Common Stock pursuant
to a transfer made in violation of this Section shall have no rights as
stockholder of the Corporation and no other rights against or with respect to
the Corporation except the right to receive the same number of shares of Class A
Common Stock upon the automatic conversion of such transferred shares of Class B
Common Stock. Notwithstanding any other provision of this Third Amended and
Restated Certificate of Incorporation, the Corporation shall, to the full extent
permitted by law, be entitled to issue shares of Class B Common Stock to any
person from time to time.
 
                  (d) The Corporation and any transfer agent of Class B Common
Stock may as a condition to the transfer or the registration of any transfer of
shares of Class B Common Stock permitted by this Section 5.4 require the
furnishing of such affidavits or other proof as they deem necessary to establish
that such transferee is a Class B Permitted Transferee.
 
                  (e) For purposes of this Section: (A) the term "Beneficial
Ownership" in respect of shares of Class B Common Stock shall mean possession of
the power and authority, either singly or jointly with another, to vote or
dispose of or to direct the voting or disposition of such shares and the term
"Beneficial Owner" in respect of shares of Class B Common Stock shall mean the
person or persons who possess such power and authority; and (B) the term
"Substantial Beneficial Ownership" in respect of any corporation, partnership or
other business entity shall mean possession of the power and authority, either
singly or jointly with another, to vote or dispose of or to direct the voting or
disposition of at least 80% of each class of equity ownership interest in such
corporation, partnership or other business entity.
 
                  Section 5.5. Conversion of Class B Common Stock by Holder.
 
                  (a) The holder of each share of Class B Common Stock shall
have the right at any time, or from time to time, at such holder's option, to
convert such share into one fully paid and nonassessable share of Class A Common
Stock on and subject to the terms and conditions hereinafter set forth.
 
                  (b) In order to exercise his conversion privilege, the holder
of any shares of Class B Common Stock to be converted shall present and
surrender the certificate or certificates representing such shares during usual
business hours at any office or agency of the Corporation
 
 
 
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<PAGE>   8
maintained for the transfer of Class B Common Stock and shall deliver a written
notice of the election of the holder to convert the shares represented by such
certificate or any portion thereof specified in such notice. Such notice shall
also state the name or names (with address) in which the certificate or
certificates for shares of Class A Common Stock issuable on such conversion
shall be registered. If required by the Corporation, any certificate for shares
surrendered for conversion shall be accompanied by instruments of transfer, in
form satisfactory to the Corporation, duly executed by the holder of such shares
or his duly authorized representative. Each conversion of shares of Class B
Common Stock shall be deemed to have been effected on the date (the "conversion
date") on which the certificate or certificates representing such shares shall
have been surrendered and such notice and any required instruments of transfer
shall have been received as aforesaid, and the person or persons in whose name
or names any certificate or certificates for shares of Class A Common Stock
shall be issuable on such conversion shall be, for the purpose of receiving
dividends and for all other corporate purposes whatsoever, deemed to have become
the holder or holders of record of the shares of Class A Common Stock
represented thereby on the conversion date.
 
                  (c) As promptly as practicable after the presentation and
surrender for conversion, as herein provided, of any certificate for shares of
Class B Common Stock, the Corporation shall issue and deliver at such office or
agency, to or upon the written order of the holder thereof, certificates for the
number of shares of Class A Common Stock issuable upon such conversion. In case
any certificate for shares of Class B Common Stock shall be surrendered for
conversion of a part only of the shares represented thereby, the Corporation
shall deliver at such office or agency, to or upon the written order of the
holder thereof, a certificate or certificates for the number of shares of Class
B Common Stock represented by such surrendered certificate that are not being
converted. The issuance of certificates for shares of Class A Common Stock
issuable upon the conversion of shares of Class B Common Stock by the registered
holder thereof shall be made without charge to the converting holder for any tax
imposed on the Corporation in respect of the issue thereof. The Corporation
shall not, however, be required to pay any tax that may be payable with respect
to any transfer involved in the issue and delivery of any certificate in a name
other than that of the registered holder of the shares being converted, and the
Corporation shall not be required to issue or deliver any such certificate
unless and until the person requesting the issue thereof shall have paid to the
Corporation the amount of such tax or has established to the satisfaction of the
Corporation that such tax has been paid.
 
                  (d) Upon any conversion of shares of Class B Common Stock into
shares of Class A Common Stock pursuant hereto, no adjustment with respect to
dividends shall be made; only those dividends shall be payable on the shares so
converted as have been declared and are payable to holders of record of shares
of Class B Common Stock on a date prior to the conversion date with respect to
the shares so converted; and only those dividends shall be payable on shares of
Class A Common Stock issued upon such conversion as have been declared and are
payable to holders of record of shares of Class A Common Stock on or after such
conversion date.
 
                  (e) In case of any sale or conveyance of all or substantially
all of the property or business of the Corporation as an entirety, a holder of a
share of Class B Common Stock shall
 
 
 
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have the right thereafter to convert such share into the kind and amount of
cash, shares of stock and other securities and properties receivable upon such
sale or conveyance by a holder of one share of Class A Common Stock and shall
have no other conversion rights with regard to such share. The provisions of
this subparagraph shall similarly apply to successive sales or conveyances.
 
                  (f) Shares of the Class B Common Stock converted into Class A
Common Stock shall be retired and shall resume the status of authorized but
unissued shares of Class B Common Stock.
 
                  (g) Such number of shares of Class A Common Stock as may from
time to time be required for such purpose shall be reserved for issuance upon
conversion of outstanding shares of Class B Common Stock.
 
                  Section 5.6. No Interference. Except as otherwise provided in
ARTICLE X of this Third Amended and Restated Certificate of Incorporation, the
Corporation will not close its books against the transfer of any share of Common
Stock or of any of the shares of Common Stock issued or issuable upon the
conversion of such shares of Common Stock in any manner which interferes with
the timely conversion of any of such shares.
 
                  Section 5.7. Mergers, Consolidations. In the case of a merger
or consolidation which reclassifies or changes the shares of Common Stock, or in
the case of the consolidation or merger of the Corporation with or into another
corporation or corporations or the transfer of all or substantially all of the
assets of the Corporation to another corporation or corporations, each share of
Class B Common Stock shall thereafter be convertible into the number of shares
of stock or other securities or property to which a holder of shares of Class A
Common Stock would have been entitled upon such reclassification, change,
consolidation, merger or transfer, and, in any such case, appropriate adjustment
(as determined in good faith by the Corporation's Board of Directors) shall be
made in the application of the provisions herein set forth with respect to the
rights and interests thereafter of the holders of the Class B Common Stock to
the end that the provisions set forth herein shall thereafter be applicable, as
nearly as reasonably may be practicable, in relation to any shares of stock or
other securities on property thereafter deliverable upon the conversion of
shares of Class B Common Stock, including, but not limited to, the provisions
set forth in Section 5.3(a) with respect to the ten (10) votes per share
allocable to each share of Class B Common Stock as compared to the one vote per
share allocable to each share of Class A Common Stock. In case of any such
merger or consolidation, the resulting or surviving corporation (if not the
Corporation) shall expressly assume the obligation to deliver, upon conversion
of the Class B Common Stock, such stock or other securities or property as the
holders of the Class B Common Stock remaining outstanding shall be entitled to
receive pursuant to the provisions hereof, and to make provisions for the
protection of the conversion rights provided for in this ARTICLE V.
 
                             ARTICLE VI - EXISTENCE
 
                  The Corporation is to have a perpetual existence.
 
 
 
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                        ARTICLE VII - GENERAL PROVISIONS
 
                  Section 7.1. Registration of Transfer. The Corporation shall
keep at its principal office a register for the registration of Capital Stock.
Upon the surrender of any certificate representing Capital Stock at such place,
the Corporation shall, at the request of the record holder of such certificate,
execute and deliver (at the Corporation's expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
shares represented by the surrendered certificate. Each such new certificate
shall be registered in such name and shall represent such number of shares as is
requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Capital Stock represented by such new certificate from the
date to which dividends have been fully paid on such Capital Stock represented
by the surrendered certificate. The issuance of new certificates shall be made
without charge to the original holders of the surrendered certificates for any
issuance tax in respect thereof or other cost incurred by the Corporation in
connection with such issuance.
 
                  Section 7.2. Replacement. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing shares of any class or series of Capital Stock, and
in the case of any such loss, theft or destruction, upon receipt of an indemnity
reasonably satisfactory to the Corporation (provided that if the holder is a
financial institution or other institutional investor its own agreement shall be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lien
of such certificate a new certificate of like kind representing the number of
shares of such class or series represented by such lost, stolen, destroyed or
mutilated certificate and dated the date of such lost, stolen, destroyed or
mutilated certificate, and dividends shall accrue on the Capital Stock
represented by such new certificate from the date to which dividends have been
fully paid on such lost, stolen, destroyed or mutilated certificate.
 
                  Section 7.3. Issuance of Stock. The shares of all classes and
series of Capital Stock of the Corporation may be issued by the Corporation from
time to time for such consideration as from time to time may be fixed by the
Board of Directors of the Corporation, provided that shares having a par value
shall not be issued for a consideration less than such par value, as determined
by the Board. At any time, or from time to time, the Corporation may grant
rights or options to purchase from the Corporation any shares of its Capital
Stock of any class or series to run for such period of time, for such
consideration, upon such terms and conditions, and in such form as the Board of
Directors of the Corporation may determine. The Board of Directors of the
Corporation shall have authority, as provided by law, to determine that only a
part of the consideration which shall be received by the Corporation for the
shares of its Capital Stock having a par value be capital provided that the
amount of the part of such consideration so determined to be capital shall at
least be equal to the aggregate par value of such shares. The excess, if any, at
any time of the total net assets of the Corporation over the amount so
determined to be capital, as aforesaid, shall be surplus. All classes and series
of Capital Stock of the Corporation shall be and remain at all times
nonassessable.
 
 
 
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                  The Board of Directors of the Corporation is hereby expressly
authorized, in its discretion, in connection with the issuance of any
obligations or Capital Stock of the Corporation (but without intending hereby to
limit its general power so to do in other cases), to grant rights or options to
purchase Capital Stock of the Corporation of any class or series upon such terms
and during such period as the Board of Directors of the Corporation shall
determine, and to cause such rights to be evidenced by such warrants or other
instruments as it may deem advisable.
 
                  Section 7.4. Inspection of Books and Records. The Board of
Directors of the Corporation shall have power from time to time to determine to
what extent and at what times and places and under what conditions and
regulations the accounts and books of the Corporation, or any of them shall be
open to the inspection of the stockholders; and no stockholder shall have any
right to inspect any account or book or document of the Corporation, except as
conferred by the laws of the State of Delaware, unless and until authorized so
to do by resolution of the Board of Directors or the stockholders of the
Corporation.
 
                  Section 7.5. Location of Meetings, Books and Records. Except
as otherwise provided in the Bylaws, the stockholders of the Corporation and the
Board of Directors of the Corporation may hold their meetings and have an office
or offices outside of the State of Delaware, and, subject to the provisions of
the laws of said State, may keep the books of the Corporation outside of said
State at such places as may, from time to time, be designated by the Board of
Directors.
 
                  Section 7.6. Board of Directors Meeting. The Board of
Directors shall be comprised of the number of directors specified in the
Corporation's Bylaws, and such directors shall be elected in the manner
contemplated by such Bylaws.
 
                            ARTICLE VIII - AMENDMENTS
 
                  The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Third Amended and Restated Certificate of
Incorporation in the manner now or hereinafter prescribed herein and by the laws
of the State of Delaware, and all rights conferred upon stockholders herein are
granted subject to this reservation.
 
                             ARTICLE IX - LIABILITY
 
                  Section 9.1.      Limitation of Liability.
 
                  (a) To the fullest extent permitted by the DGCL as it now
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted as of the date this Third Amended and
Restated Certificate of Incorporation is filed with the State of Delaware), and
except as otherwise provided in the Corporation's Bylaws, no director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages arising from a breach of fiduciary duty owed to the Corporation or its
stockholders.
 
 
 
                                       11
<PAGE>   12
                  (b) Any repeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
 
                  Section 9.2. Right to Indemnification. Each person who was or
is made party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter, a "proceeding"),
by reason of the fact that he or she is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation (including any subsidiary of the Corporation) or of
a partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter, an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity as a director
or officer or in any other capacity while serving as a director or officer,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide for broader indemnification rights than permitted as
of the date this Third Amended and Restated Certificate of Incorporation is
filed with the State of Delaware), against all expense, liability and loss
(including attorneys' fees, judgments, fines, excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by such indemnitee
in connection therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the indemnitee's heirs, executors and administrators;
provided, however, that except as provided in Section 9.3 of this ARTICLE IX
with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The right
to indemnification conferred in this Section of this ARTICLE IX shall be a
contract right and shall include the obligation of the Corporation to pay the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter, an "advance of expenses"); provided, however, that if
and to the extent that the Board of Directors of the Corporation requires, an
advance of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter, an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same or lesser scope and effect as the foregoing
indemnification of directors and officers.
 
                  Section 9.3. Procedure for Indemnification. Any
indemnification of a director or officer of the Corporation or advance of
expenses under Section 9.2 of this ARTICLE IX shall be made promptly, and in any
event within forty-five days (or, in the case of an advance of expenses, twenty
days) upon the written request of the director or officer. If a determination by
 
 
                                       12
<PAGE>   13
the Corporation that the director or officer is entitled to indemnification
pursuant to this ARTICLE IX is required, and the Corporation fails to respond
within sixty days to a written request for indemnity, the Corporation shall be
deemed to have approved the request. If the Corporation denies a written request
for indemnification or advance of expenses, in whole or in part, or if payment
in full pursuant to such request is not made within forty-five days (or, in the
case of an advance of expenses, twenty days), the right to indemnification or
advances as granted by this ARTICLE IX shall be enforceable by the director or
officer in any court of competent jurisdiction. Such person's costs and expenses
incurred in connection with successfully establishing his or her right to
indemnification, in whole or in part, in such action shall also be indemnified
by the Corporation. It shall be a defense to any such action (other than an
action brought to enforce a claim for the advance of expenses where the
undertaking required pursuant to Section 9.2 of this ARTICLE IX, if any, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the DGCL for the Corporation to
indemnify the claimant for the amount claimed, but the burden of such defense
shall be on the Corporation. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel, or its stockholder) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in DGCL, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.
The procedure for indemnification of other employees and agents for whom
indemnification is provided pursuant to Section 9.2 of this ARTICLE IX shall be
the same procedure set forth in this Section for directors or officers, unless
otherwise set forth in the action of the Board of Directors of the Corporation
providing for indemnification for such employee or agent.
 
                  Section 9.4. Insurance. The Corporation may purchase and
maintain insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or was serving at the
request of the Corporation as a director, officer, employee or agent of another
Corporation (including any subsidiary of the Corporation), partnership, joint
venture, trust or other enterprise against any expense, liability or loss
asserted against him or her and incurred by him or her in any such capacity,
whether or not the Corporation would have the power to indemnify such person
against such expenses, liability or loss under the DGCL.
 
                  Section 9.5. Service for Subsidiaries. Any person serving as a
director, officer, employee or agent of another Corporation, partnership,
limited liability company, joint venture or other enterprise, at least 50% of
whose equity interests are owned by the Corporation (hereinafter, a "subsidiary"
for this ARTICLE IX) shall be conclusively presumed to be serving in such
capacity at the request of the Corporation.
 
                  Section 9.6. Reliance. Persons who after the date of the
adoption of this provision are directors or officers of the Corporation or who,
while a director or officer of the Corporation, or a director, officer, employee
or agent of a subsidiary, shall be conclusively presumed to have relied on the
rights to indemnity, advance of expenses and other rights
 
 
 
                                       13
<PAGE>   14
contained in this ARTICLE IX in entering into or continuing such service. The
rights to indemnification and to the advance of expenses conferred in this
ARTICLE IX shall apply to claims made against an indemnitee arising out of acts
or omissions which occurred or occur both prior and subsequent to the adoption
hereof.
 
                  Section 9.7. Non-Exclusivity of Rights. The rights to
indemnification and to the advance of expenses conferred in this ARTICLE IX
shall not be exclusive of any other right which any person may have or hereafter
acquire under this Third Amended and Restated Certificate of Incorporation or
under any statute, Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
 
                  Section 9.8. Merger or Consolidation. For purposes of this
ARTICLE IX, references to "the Corporation" shall include any constituent
corporation (including any constituent of a constituent) absorbed into the
Corporation in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this ARTICLE IX with respect
to the resulting or surviving corporation as he or she would have with respect
to such constituent corporation if its separate existence had continued.
 
                      ARTICLE X - ALIEN OWNERSHIP OF STOCK
 
                  Section 10.1. Applicability. This ARTICLE X shall be
applicable to the Corporation so long as the provisions of Section 310 of the
Communications Act of 1934, as the same may be amended from time to time (the
"Communications Act") (or any successor, provisions thereto) are applicable to
the Corporation. As used herein, the term "alien" shall have the meaning
ascribed thereto by the Federal Communications Commission ("FCC") on the date
hereof and in the future as Congress or the FCC may change such meaning from
time to time. If the provisions of Section 310 of the Communications Act (or any
successor provisions thereto) are amended, the restrictions in this ARTICLE X
shall be amended in the same way, and as so amended, shall apply to the
Corporation. The Board of Directors of the Corporation may make such rules and
regulations as it shall deem necessary or appropriate to enforce the provisions
of this ARTICLE X.
 
                  Section 10.2. Voting. Except as otherwise provided by law, not
more than twenty-five percent of the aggregate number of shares of Capital Stock
of the Corporation outstanding in any class or series entitled to vote on any
matter before a meeting of stockholders of the Corporation shall at any time be
held for the account of aliens or their representatives or for the account of a
foreign government or representative thereof, or for the account of any
corporation organized under the laws of a foreign country.
 
                  Section 10.3. Stock Certificates. Shares of Capital Stock
issued to or held by or for the account of aliens and their representatives,
foreign governments and representatives thereof, and corporations organized
under the laws of foreign countries shall be represented by
 
 
 
                                       14
<PAGE>   15
Foreign Share Certificates. All other shares of Capital Stock shall be
represented by Domestic Share Certificates. All of such certificates shall be in
such form not inconsistent with this Amended and Restated Certificate of
Incorporation as shall be prepared or approved by the Board of Directors of the
Corporation.
 
                  Section 10.4. Limitation on Foreign Ownership. Except as
otherwise provided by law, not more than twenty-five percent of the aggregate
number of shares of Capital Stock of the Corporation outstanding shall at any
time be owned of record by or for the account of aliens or their representatives
or by or for the account of a foreign government or representatives thereof, or
by or for the account of any corporation organized under the laws of a foreign
country. Shares of Capital Stock shall not be transferable on the books of the
Corporation to aliens or their representatives, foreign governments or
representatives thereof, or corporations organized under the laws of foreign
countries if, as a result of such transfer, the aggregate number of shares of
Capital Stock owned by or for the account of aliens and their representatives,
foreign governments and representatives thereof, and corporation organized under
the laws of foreign countries shall be more then twenty-five percent of the
number of shares of Capital Stock then outstanding. If it shall be found by the
Corporation that Capital Stock represented by a Domestic Share Certificate is,
in fact, held by or for the account of aliens or their representative, foreign
governments or representatives thereof, or corporations organized under the laws
of foreign countries, then such Domestic Share Certificate shall be canceled and
a new certificate representing such Capital Stock marked "Foreign Share
Certificate" shall be issued in lieu thereof, but only to the extent that after
such issuance the Corporation shall be in compliance with this ARTICLE X;
provided, however, that if, and to the extent, such issuance would violate this
ARTICLE X, then, the holder of such Capital Stock shall not be entitled to vote,
to receive dividends, or to have any other rights with regard to such Capital
Stock to such extent, except the right to transfer such Capital Stock to a
citizen of the United States.
 
                  Section 10.5. Transfer of Foreign Share Certificates. Any
Capital Stock represented by Foreign Share Certificates may be transferred
either to aliens or non-aliens. In the event that any Capital Stock represented
by a certificate marked "Foreign Share Certificate" is sold or transferred to a
non-alien, then such non-alien shall be required to exchange such certificate
for a certificate marked "Domestic Share Certificate." If the Board of Directors
of the Corporation reasonably determines that a Domestic Share Certificate has
been or is to be transferred to or for the account of aliens or their
representatives, foreign governments or representatives thereof, or corporations
organized under the laws of foreign countries, the Corporation shall issue a new
certificate for the shares of Capital Stock transferred to the transferee marked
"Foreign Shares Certificate", cancel the old Domestic Share Certificate, and
record the transaction upon its books, but only to the extent that after such
transfer is complete, the Corporation shall be in compliance with this ARTICLE
X.
 
                  Notwithstanding any other provision of this Amended and
Restated Certificate of Incorporation, the transfer or conversion of the
Corporation's Capital Stock, whether voluntary or involuntary, shall not be
permitted, and shall be ineffective, if such transfer or conversion would (i)
violate (or would result in violation of) the Communications Act or any of the
rules or regulations promulgated thereunder or (ii) require the prior approval
of the FCC, unless such prior approval has been obtained.
 
 
 
 
                                       15
<PAGE>   16
Signed on September 29, 1999
 
 
                                          /s/ Raul Alarcon, Jr.
                                          ----------------------------
                                          Raul Alarcon, Jr., President
 
 
 
                                       16
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<DESCRIPTION>CERTIFICATE OF AMENDMENT
<TEXT>
 
<PAGE>   1
                                                                     EXHIBIT 3.2
 
                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF
                                  INCORPORATION
 
 
         Spanish Broadcasting System, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
 
DOES HEREBY CERTIFY:
 
         FIRST: That at a meeting of the Board of Directors of Spanish
Broadcasting System, Inc., resolutions were duly adopted setting forth a
proposed amendment of the Third Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") of said corporation,
declaring said amendment to be advisable. The resolution setting forth the
proposed amendment is as follows:
 
                           RESOLVED, that the Certificate of Designation of the
                  Powers, Preferences and Relative Rights of 14 1/4% Senior
                  Exchangeable Preferred Stock, Series A, and Qualifications,
                  Limitations and Restrictions Thereof (the "Certificate of
                  Designations") set forth as Exhibit A to the Certificate of
                  Incorporation be amended by changing the following references
                  in the Certificate of Designation as follows:
 
                           (i) all references to "Class A Common Stock, par
                  value $0.01 per share" shall be changed to "Class B Common
                  Stock, par value $0.0001 per share";
 
                           (ii) all references to "Class A Common Stock" shall
                  be changed to "Class B Common Stock";
 
                           (iii) all references to "Class B Common Stock, par
                  value $0.01 per share" shall be changed to "Class A Common
                  Stock, par value $0.0001 per share"; and
 
                           (iv) all references to "Class B Common Stock" shall
                  be changed to "Class A Common Stock".
 
         SECOND: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
 
         THIRD: That the capital of said corporation shall not be reduced under
or by reason of said amendment.
<PAGE>   2
         IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by Raul Alarcon, Jr., an Authorized Officer, this 29th day of September,
1999.
 
 
 
                              By:   /s/ Raul Alarcon, Jr.
                                    -----------------------------------
                                            Authorized Officer
 
 
                              Name: Raul Alarcon, Jr.
                                    -----------------------------------
                              Title: President
                                    -----------------------------------