AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EXHIBIT 3.01


AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SALEM COMMUNICATIONS CORPORATION

(Pursuant to Sections 242 and 245 of the General Corporation
Law of the State of Delaware)
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Salem Communications Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

A. The Corporation's original Certificate of Incorporation was filed
under the name Salem Communications Corporation with the Secretary of State of
the State of Delaware on September 20, 1993. An Amended and Restated Certificate
of Incorporation was filed with the Secretary of State of the State of Delaware
on March 31, 1999.

B. This Amended and Restated Certificate of Incorporation (the "Amended
and Restated Certificate of Incorporation") restates and amends the Certificate
of Incorporation of the Corporation.

C. This Amended and Restated Certificate of Incorporation was duly
adopted by vote of the stockholders in accordance with Sections 242 and 245 of
the General Corporation Law of the state of Delaware.

D. The text of the Certificate of Incorporation is amended hereby and
restated to read in full as set forth herein:

FIRST: The name of the corporation is Salem Communications Corporation.

SECOND: The registered office of the Corporation in the State of
Delaware is located at 9 East Loockerman Street, County of Kent, City of Dover,
State of Delaware 19901. The name of the registered agent of the Corporation at
such address is National Registered Agents, Inc.

THIRD: The purpose for which the Corporation is organized is to engage
in any and all lawful acts and activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.


FOURTH:

4.1 The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is One Hundred Ten million
(110,000,000) shares consisting of (a) Eighty million (80,000,000) shares of
Class A Common Stock, par value of one cent ($.01) per share (the "Class A
Common Stock"), (b) Twenty million (20,000,000) shares of Class B Common Stock,
par value of one cent ($.01) per share (the "Class B Common Stock" and together
with the Class A Common Stock, the "Common Stock") and (c) Ten million
(10,000,000) shares of undesignated preferred stock, par value of one cent
($.01) per share.

4.2 Provisions Relating to the Common Stock.

(a) General. Except as otherwise provided herein or as
otherwise provided by applicable law, all shares of Common Stock shall have
identical rights and privileges in every respect.

(b) Dividends. The holders of the Common Stock shall be
entitled to participate ratably, on a share-for-share basis as if all shares
were of a single class, in such dividends, whether in cash, stock or otherwise,
as may be declared by the Board of Directors from time to time out of funds of
the Corporation legally available therefor; provided, however, that any
dividends payable in shares of Common Stock (or payable in rights to subscribe
for or purchase shares of Common Stock or securities or indebtedness convertible
into or exchangeable for shares of Common Stock) shall be declared and paid at
the same rate on each class of Common Stock and only in shares of Class A Common
Stock (or rights to subscribe for or to purchase shares of Class A Common Stock
or securities or indebtedness convertible into or exchangeable for shares of
Class A Common Stock) to holders of Class A Common Stock and in shares of Class
B Common Stock (or rights to subscribe for or to purchase shares of Class B
Common Stock or securities or indebtedness convertible into or exchangeable for
shares of Class B Common Stock) to holders of Class B Common Stock.

(c) Voting.

(i) The holders of Class A Common Stock and Class B
Common Stock shall vote together as a single class with respect to all matters
submitted to a vote of stockholders with each such holder having the number of
votes specified in subparagraph (ii) below, except

(A) with respect to the election of directors, which
shall be governed by subparagraphs (iii) and (iv) below,

(B) with respect to certain interested party
transactions, which shall be governed by subparagraph (v) below,

(C) with respect to certain Going Private
Transactions, which shall be governed by subparagraph (vi) below, and

(D) as otherwise provided by law.


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(ii) The Class A Common Stock shall entitle the holders
thereof to one vote per share. The Class B Common Stock shall entitle the
holders thereof to ten (10) votes per share.

(iii) The holders of Class A Common Stock and Class B
Common Stock, voting as a single class, shall have the right to vote on the
election or removal of all directors of the Corporation (other than the Class A
Directors elected pursuant to subparagraph (iv) below) with each share of Class
A Common Stock and each share of Class B Common Stock entitling the holder
thereof to the number of votes specified in subparagraph (ii) above.

(iv) The Board of Directors shall appoint the initial
Class A Directors. Commencing with the first annual meeting of stockholders
after completion of an IPO, the holders of Class A Common Stock shall be
entitled by class vote, exclusive of all other stockholders, to elect two
directors of the Corporation (the "Class A Directors") with each share of Class
A Common Stock entitling the holder thereof to one (1) vote per share; provided,
each director elected pursuant to this subparagraph must be an Independent
Director (as hereinafter defined).

(v) The holders of Class A Common Stock and Class B
Common Stock shall vote together as a single class, with holders of both classes
of Common Stock entitled to one vote per share, in any vote to approve the
acquisition of the stock or assets of another company if any director, officer
or holder of 10% or more of the shares of any class of voting stock of the
Company or any Affiliate of any director, officer or holder of 10% or more of
the shares of any class of voting stock of the Company has an interest, directly
or indirectly, in the company or assets to be acquired or in the consideration
to be paid in the transaction.

(vi) The holders of Class A Common Stock and Class B
Common Stock shall vote together as a single class, with holders of both classes
of Common Stock entitled to one vote per share, in any vote to approve a Going
Private Transaction involving the Corporation and any Initial Holder or an
Affiliate of an Initial Holder.

(vii) Nothing in subparagraphs (v) or (vi) above shall
require a vote of the stockholders when not otherwise required under applicable
law.

(d) Conversion.

(i) Automatic Conversion. Subject to any necessary
approval of the FCC, each share of Class B Common Stock shall convert
automatically into one fully paid and non-assessable share of Class A Common
Stock for no additional consideration upon its sale, gift or other transfer,
voluntary or involuntary, to a party other than a Permitted Transferee (an
"Event of Automatic Conversion").


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(ii) Voluntary Conversion. Subject to any necessary
approval of the FCC, the shares of Class B Common Stock shall be convertible in
whole or in part at any time at the option of the holder or holders thereof,
into an equal number of fully paid and non-assessable shares of Class A Common
Stock, for no additional consideration.

(iii) Automatic Conversion Procedure. Promptly upon the
occurrence of an Event of Automatic Conversion (as defined in subparagraph (i)
above), the holder of the shares of Class B Common Stock being converted shall
surrender the certificate or certificates therefor, duly endorsed in blank or
accompanied by duly executed proper instruments of transfer, at the office of
the Corporation, or of any transfer agent for the Common Stock, and shall give
written notice to the Corporation, at its office: (A) stating that the shares
are being converted pursuant to an Event of Automatic Conversion into Class A
Common Stock as provided in subparagraph (i); (B) specifying the Event of
Automatic Conversion (and, if the occurrence of such event is within the control
of the transferor, stating the transferor's intent to effect an Event of
Automatic Conversion); (C) identifying the number of shares of Class B Common
Stock being converted; and (D) setting out the name or names (with addresses)
and denominations in which the certificate or certificates for shares of Class A
Common Stock shall be issued and instructions for delivery thereof. Delivery of
such notice together with the certificates representing the shares of Class B
Common Stock being converted shall obligate the Corporation to issue one or more
certificates representing the shares of Class A Common Stock to be issued upon
such conversion. To the extent permitted by law, conversion pursuant to an Event
of Automatic Conversion shall be deemed to have been effected as of the date and
time on which the Event of Automatic Conversion occurred (such date and time
being the "Automatic Conversion Time"). To the extent an Event of Automatic
Conversion shall require the approval of the FCC, the Automatic Conversion Time
shall be such time and date as the order of the FCC approving such event shall
become a Final Order (as hereinafter defined). The person entitled to receive
the Class A Common Stock issuable upon an Event of Automatic Conversion shall be
treated for all purposes as the record holder of such Class A Common Stock at
and as of the Automatic Conversion Time, and the right of such person as a
holder of shares of Class B Common Stock, shall cease and terminate at and as of
the Automatic Conversion Time, in each case without regard to any failure by the
holder to deliver the certificate or the notice required by this subparagraph
(iii).

(iv) Voluntary Conversion Procedure. At the time of a
voluntary conversion pursuant to subparagraph (ii) above or, in the event such
conversion requires the consent of the FCC, at the time the FCC order approving
such a conversion becomes a Final Order, the holder or holders of Class B Common
Stock, shall deliver to the office of the Corporation or any transfer agent for
the Common Stock (A) the certificate or certificates representing the shares of
Class B Common Stock, to be converted, duly endorsed in blank or accompanied by
duly executed proper instruments of transfer, and (B) written notice to the
Corporation stating that such holder or holders elect(s) to convert such share
or shares and stating the name and addresses in which each certificate for
shares of Class A Common Stock issued upon such conversion is to be issued.
Conversion shall be deemed to have been effected at the time and date when such
delivery is made to the Corporation or the transfer agent of the shares to


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be converted, and the person exercising such voluntary conversion shall be
deemed to be the holder of record of the number of shares of Class A Common
Stock issuable upon such conversion at such time.

(v) Issuance of Conversion Shares. As promptly as
practicable following any holder's conversion of shares of Common Stock, the
Corporation shall issue and deliver to the converting holder or to such holder's
transferee, as the case may be, (A) one or more certificates (as such holder may
request) evidencing the shares of Common Stock issuable in respect of the
applicable conversion and (B) if the certificates surrendered by the converting
holder evidence more shares of Common Stock than the holder has elected to
convert or that automatically have been converted, as the case may be, one or
more certificates (as such holder may request) evidencing the shares of Common
Stock which have not been converted. Pending the issuance and delivery of the
foregoing certificates, the certificate or certificates evidencing the shares of
Common Stock that have been surrendered for conversion shall be deemed to
evidence the shares of Common Stock issuable upon such conversion.

(vi) Dividends on Converted Shares. Any dividends
declared and not paid on shares of Common Stock prior to their conversion as
provided above shall be paid, on the payment date, to the holder or holders
entitled thereto on the record date for such dividend payment, notwithstanding
such conversion; provided, however, that such holder or holders shall not be
entitled to receive the corresponding dividends declared but not paid on the
shares of Common Stock issuable upon such conversion.

(e) Reservation of Shares. The Corporation shall at all times
reserve and keep available out of its authorized but unissued shares of Class A
Common Stock, solely for the purpose of effecting the conversions provided for
herein, such number of shares of Class A Common Stock as shall from time to time
be sufficient to effect the conversions provided for herein and shall take all
such corporate action as may be necessary to assure that such shares of Class A
Common Stock shall be validly issued, fully paid and non-assessable upon
conversion of all of the outstanding shares of Class B Common Stock; moreover,
if at any time the number of authorized but unissued shares of Class A Common
Stock shall not be sufficient to effect the conversions provided for herein, the
Corporation shall take such corporate action as may be necessary to increase its
authorized but unissued shares of Class A Common Stock to such number of shares
as shall be sufficient for such purpose.

(f) Adjustments for Stock Splits and Stock Dividends. The
Corporation shall treat the shares of Common Stock identically in respect of any
subdivisions or combinations (for example, if the Corporation effects a
two-for-one stock split with respect to the Class A Common Stock, it shall at
the same time effect a two-for-one stock split with respect to the Class B
Common Stock).

(g) Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution, or winding-up of the Corporation, after all creditors
of the Corporation shall have been paid in full, and subject to any prior and
superior rights of the holders of shares ranking senior to the Common Stock upon
liquidation, dissolution or winding-up, the holders of


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the Common Stock shall share ratably on a share-for-share basis in all
distributions of assets pursuant to such voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation. For the purposes of this
paragraph (g), neither the merger nor the consolidation of the Corporation into
or with another entity or the merger or consolidation of any other entity into
or with the Corporation, or the sale, transfer, or other disposition of all or
substantially all the assets of the Corporation, shall be deemed to be a
voluntary or involuntary liquidation, dissolution, or winding-up of the
Corporation.

(h) Reissue of Shares. Shares of Class B Common Stock that
are converted into shares of Class A Common Stock, as provided herein, shall be
retired and canceled and shall not be reissued.

(i) Definitions. Capitalized terms used in this Amended and
Restated Certificate of Incorporation and not otherwise defined are used with
the meanings set forth below.

"Affiliate" shall have the same meaning as such term has under
Rule 12b-2 of the Exchange Act.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

"FCC" shall mean the Federal Communications Commission.

"Final Order" shall mean an order, action or decision of the FCC
(without the inclusion of any material adverse conditions not customarily
imposed with respect to such orders, actions or decisions) (i) that has not been
reversed, stayed, enjoined, set aside, annulled or suspended and (ii) with
respect to which (A) no timely request has been filed for administrative or
judicial review, reconsideration, appeal, or stay, and the time for filing any
such requests and for the FCC to set aside the action on its own motion has
expired or (B) in the event of review, reconsideration, or appeal, such review,
reconsideration, or appeal has been denied and the time for requesting further
review, reconsideration, appeal or for further FCC review on its own motion has
expired.

"Going Private Transaction" shall mean any transaction that is a
"Rule 13e-3 transaction," as such term is defined in Rule 13e-3(a)(3)
promulgated under the Exchange Act; provided, however, that the term "affiliate"
as used in Rule 13e-3(a)(3)(i) shall be deemed to include an Affiliate, as
defined in this Amended and Restated Certificate of Incorporation.

"Independent Director" shall mean a person who is not (apart from
such directorship) an officer, employee, Affiliate, agent, principal
stockholder, consultant or partner of the Corporation or its subsidiaries or
Affiliates, and who does not otherwise have a relationship which, in the opinion
of the Board of Directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director.


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"Initial Holder" shall mean Edward G. Atsinger III, Stuart W.
Epperson, or Nancy A. Epperson.

"IPO" shall mean a firm commitment underwritten public offering
of Class A Common Stock for cash pursuant to a registration statement under the
Securities Act of 1933 where the aggregate proceeds to the Company (prior to
deducting any underwriters' discounts and commissions from such offering) exceed
$100 million.

"Permitted Transferee" shall mean:

(i) An Initial Holder and the spouse, child or grandchild of
an Initial Holder;

(ii) A revocable grantor trust funded by an Initial Holder;

(iii) A trust for the benefit of one or more of the persons
described in (i) above, as long as the trustee of the trust is one of the
persons described in (i) above.

4.3 Provisions Relating to the Undesignated Preferred Stock.

(a) Any Preferred Stock not previously designated as to
series may be issued from time to time in one or more series pursuant to a
resolution or resolutions providing for such issue duly adopted by the Board of
Directors (authority to do so being hereby expressly vested in the Board), and
such resolution or resolutions shall also set forth the voting powers, full or
limited or none, of each such series of Preferred Stock and shall fix the
designations, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions of each such series of
Preferred Stock. The Board of Directors is authorized to alter the designation,
rights, preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock and, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series of Preferred
Stock, to increase or decrease (but not below the number of shares of any such
series then outstanding) the number of shares of any such series subsequent to
the issue of shares of that series.

(b) Each share of Preferred Stock issued by the Corporation,
if reacquired by the Corporation (whether by redemption, repurchase, conversion
to Common Stock or other means), shall upon such reacquisition resume the status
of authorized and unissued shares of Preferred Stock, undesignated as to series
and available for designation and issuance by the Corporation in accordance with
the immediately preceding paragraph.

4.4 General.

(a) Subject to the foregoing provisions of this Amended and
Restated Certificate of Incorporation, the Corporation may issue shares of its
capital stock from


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time to time for such consideration (not less than the par value thereof) as may
be fixed by the Board of Directors, which is expressly authorized to fix the
same in its absolute and uncontrolled discretion subject to the foregoing
conditions. Shares so issued for which the consideration shall have been paid or
delivered to the Corporation shall be deemed fully paid capital stock and shall
not be liable to any further call or assessment thereon, and the holders of such
shares shall not be liable for any further payments in respect of such shares.

(b) The Corporation shall have authority to create and issue
rights and options entitling their holders to purchase shares of the
Corporation's capital stock of any class or series or other securities of the
Corporation, and such rights and options shall be evidenced by instrument(s)
approved by the Board of Directors or a committee of the Board of Directors. The
Board of Directors or a committee of the Board of Directors shall be empowered
to set the exercise price, duration, times for exercise, and other terms of such
options or rights; provided, however, that the consideration to be received for
any shares of capital stock subject thereto shall not be less than the par value
thereof.

FIFTH: The number, classification, and terms of the Board of Directors
of the Corporation and the procedures to elect directors, to remove directors,
and to fill vacancies in the Board of Directors shall be as stated in the
Corporation's By-laws.

SIXTH: The following provisions are included for the purpose of
ensuring that control and management of the Corporation remain with citizens of
the United States and/or corporations formed under the laws of the Unites States
or any of the states of the United States, as required by the Communications Act
of 1934, as amended, and the rules and regulations promulgated thereunder, as
the same may be amended from time to time (collectively, the "Communications
Act"):

(a) The Corporation shall not issue to (i) a person who is a
citizen of a country other than the United States; (ii) any entity organized
under the laws of a government other than the government of the United States or
any state, territory, or possession of the United States; (iii) a government
other than the government of the United States or of any state, territory, or
possession of the United States; or (iv) a representative of, or an individual
or entity controlled by, any of the foregoing (individually, an "Alien";
collectively, "Aliens") any shares of capital stock of the Corporation if such
issuance would result in the total number of shares of such capital stock held
or voted by Aliens (or for or by the account of Aliens) to exceed 25% of (A) the
total number of all shares of such capital stock outstanding at any time and
from time to time or (B) the total voting power of all shares of such capital
stock outstanding and entitled to vote at any time and from time to time and
shall not permit the transfer on the books of the Corporation of any capital
stock to any Alien that would result in the total number of shares of such
capital stock held or voted by Aliens (or for or by the account of Aliens)
exceeding such 25% limits.

(b) No Alien or Aliens, individually or collectively, shall
be entitled to vote or direct or control the vote of more than 25% of (i) the
total number of all shares of capital stock of the Corporation outstanding at
any time and from time to time or (ii) the total voting power of all shares of
capital stock of the Corporation outstanding and entitled to vote at any


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time and from time to time, and issuances and transfers of capital stock of the
Corporation in violation of this subsection (b) shall be prohibited.

(c) The Board of Directors shall have all powers necessary to
implement the provisions of this Article SIXTH and to ensure compliance with the
alien ownership restrictions (the "Alien Ownership Restrictions") of the
Communications Act, including, without limitation, the power to prohibit the
transfer of any shares of capital stock of the Corporation to any Alien and to
take or cause to be taken such action as it deems appropriate to implement such
prohibition, including placing a legend regarding restrictions on foreign
ownership of the capital stock on certificates representing such capital stock.

(d) Without limiting the generality of the foregoing and
notwithstanding any other provision of this Amended and Restated Certificate of
Incorporation to the contrary, any shares of capital stock of the Corporation
determined by the Board of Directors to be owned beneficially by an Alien or
Aliens shall always be subject to redemption by the Corporation by action of the
Board of Directors, pursuant to Section 151 of the General Corporation Law of
the State of Delaware, or any other applicable provision of law, to the extent
necessary in the judgment of the Board of Directors to comply with the Alien
Ownership Restrictions. The terms and conditions of such redemption shall be as
follows:

(i) the redemption price of the shares to be redeemed
pursuant to this Article SIXTH shall be equal to the lower of (A) the fair
market value of the shares to be redeemed, as determined by the Board of
Directors in good faith, and (B) such Alien's purchase price for such shares;

(ii) the redemption price of such shares may be paid in
cash, securities or any combination thereof;

(iii) if less than all the shares held by Aliens are to
be redeemed, the shares to be redeemed shall be selected in any manner
determined by the Board of Directors to be fair and equitable;

(iv) at least 10 days' written notice of the redemption
date shall be given to the holders of record of the shares selected to be
redeemed (unless waived in writing by any such holder), provided that the
redemption date may be the date on which written notice shall be given to
holders if the cash or securities necessary to effect the redemption shall have
been deposited in trust for the benefit of such holders and subject to immediate
withdrawal by them upon surrender of the stock certificates for their shares to
be redeemed duly endorsed in blank or accompanied by duly executed proper
instruments of transfer;

(v) from and after the redemption date, the shares to be
redeemed shall cease to be regarded as outstanding and any and all rights of the
holders in respect of the shares to be redeemed or attaching to such shares of
whatever nature (including without limitation any rights to vote or participate
in dividends declared on capital stock of the


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same class or series as such shares) shall cease and terminate, and the holders
thereof thereafter shall be entitled only to receive the cash or securities
payable upon redemption; and

(vi) such other terms and conditions as the Board of
Directors shall determine. For purposes of this Article SIXTH, the determination
of beneficial ownership of shares of capital stock of the Corporation shall be
made pursuant to Rule 13d-3 under the Exchange Act.

SEVENTH:

7.1 The Corporation shall indemnify any Person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by reason
of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended. Such right shall be a
contract right and as such shall run to the benefit of any director or officer
who is elected and accepts the position of director or officer of the
Corporation or elects to continue to serve as a director or officer of the
Corporation while this Article SEVENTH is in effect. Any repeal or amendment of
this Article SEVENTH shall be prospective only and shall not limit the rights of
any such director or officer or the obligations of the Corporation with respect
to any claim arising from or related to the services of such director or officer
in any of the foregoing capacities prior to any such repeal or amendment to this
Article SEVENTH. Such right shall include the right to be paid by the
Corporation expenses incurred in investigating or defending any such proceeding
in advance of its final disposition to the maximum extent permitted under the
General Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended. If a claim for indemnification or advancement of expenses
hereunder is not paid in full by the Corporation within sixty (60) days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim, and if successful in whole or in part, the claimant shall also be
entitled to be paid the expenses of prosecuting such claim. It shall be a
defense to any such action that such indemnification or advancement of costs of
defense is not permitted under the General Corporation Law of the State of
Delaware, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors or any
committee thereof, independent legal counsel, or stockholders) to have made its
determination prior to the commencement of such action that indemnification of,
or advancement of costs of defense to, the claimant is permissible in the
circumstances nor an actual determination by the Corporation (including its
Board of Directors or any committee thereof, independent legal counsel, or
stockholders) that such indemnification or advancement is not permissible shall
be a defense to the action or create a presumption that such indemnification or
advancement is not permissible. In the event of the death of any Person having a
right of indemnification under the foregoing provisions, such right shall inure
to the benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of


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any other right which any Person may have or hereafter acquire under any
statute, bylaw, resolution of stockholders or directors, agreement, or
otherwise.

7.2 The Corporation may additionally indemnify any employee or
agent of the Corporation to the fullest extent permitted by law.

7.3 Without limiting the generality of the foregoing, to the
extent permitted by then applicable law, the grant of mandatory indemnification
pursuant to this Article SEVENTH shall extend to proceedings involving the
negligence of such Person.

7.4 As used herein, the term "proceeding" means any threatened,
pending, or completion action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such an action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding.

EIGHTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware; or (iv) for any transaction from which the director derived
an improper personal benefit. Any repeal or amendment of this Article EIGHTH by
the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation arising from an act or omission occurring prior to the time of such
repeal or amendment. In addition to the circumstances in which a director of the
Corporation is not personally liable as set forth in the foregoing provisions of
this Article EIGHTH, a director shall not be liable to the Corporation or its
stockholders to such further extent as permitted by any law hereafter enacted,
including without limitation any subsequent amendment to the General Corporation
Law of the State of Delaware.

NINTH: No action shall be taken by the stockholders of the Corporation
except at an annual or special meeting of the stockholders called in accordance
with the Bylaws of the Corporation, and no action shall be taken by the
stockholders by written consent.

TENTH: All of the power of the Corporation, insofar as it may be
lawfully vested by this Amended and Restated Certificate of Incorporation in the
Board of Directors, is hereby conferred upon the Board of Directors of the
Corporation. In furtherance of and not in limitation of that power or the powers
conferred by law, a majority of directors then in office (or such higher
percentage as may be specified in the bylaws with respect to any provision
thereof) shall have the power to adopt, amend and repeal the bylaws of the
Corporation.


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IN WITNESS WHEREOF, said Salem Communications Corporation has caused
this Amended and Restated Certificate of Incorporation to be signed by Eric H.
Halvorson this 20th day of April, 1999.

SALEM COMMUNICATIONS CORPORATION



By: /s/ Eric H. Halvorson
------------------------------------
Eric H. Halvorson
Executive Vice President



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