Exhibit 3.1

CORPORATE CHARTER

I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that CLEAR CHANNEL WORLDWIDE HOLDINGS, INC. did on December 6, 2004, file in this office the original Articles of Incorporation; that said Articles are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.

		IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office, in Carson City, Nevada, on December 7, 2004.
				DEAN HELLER
				Secretary of State
		By
				Certification Clerk

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

5. Officer Signature (required):

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

NV009 - 10/15/2004 C T System Online

WRITTEN CONSENT

OF

THE SOLE STOCKHOLDER

OF

CLEAR CHANNEL WORLDWIDE HOLDINGS, INC.

Effective as of December     , 2004

The undersigned, being the sole stockholder of Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Company”), does hereby, pursuant to the provisions set forth in Section 78.320 of the Nevada General Corporation Law, consent to taking the following actions and approve the following resolutions and each and every action effected thereby.

Amendment of Articles of Incorporation

WHEREAS, the Board of Directors of the Company deems it advisable and in the best interests of the Company to amend and restate the number of shares without par value indicated in Section 3 entitled “Shares: (number of shares corporation authorized to issue)” of the Articles of Incorporation of the Company.

RESOLVED, that the number of shares without par value indicated in Section 3 entitled “Shares: (number of shares corporation authorized to issue” of the Articles of Incorporation of the Company is amended and restated to read in its entirety as follows: “200,000”; and

FURTHER RESOLVED, that all of the past acts and transactions of each officer, representative or agent of the Company, prior to the execution of these resolutions, taken in good faith in the name and on behalf of the Company pursuant to and consistent with the resolutions contained herein, be and hereby are, in all respects, authorized, ratified, confirmed and approved.

[The remainder of this page is intentionally left blank. Signatures on following page.]

1

IN WITNESS WHEREOF, the undersigned has executed these written resolutions without a meeting as of the date first above written.

2

Articles of Incorporation (PURSUANT TO NRS 78)

1.

Name of Corporation:

Clear Channel Worldwide Holdings, Inc.

2.

Resident Agent Name and Street Address: (must be a Nevada address where process may be served)

CSC Services of Nevada, Inc.

Name 502 East John Street

Carson City

, NEVADA

98706

Street Address

City

Zip Code

,

Optional Mailing Address

City

State

Zip Code

3.

Shares: (number of shares corporation authorized to issue)

Number of shares with par value;          Par value: $

Number of shares without par value: 1,000

4.

Names & Addresses, of Board of Directors/Trustees: (attach additional page if there is more than 3 directors/trustees)

1.

L. Lowry Mays

Name 200 E. Basse Road

San Antonio

, TX

78209

Street Address

City

State

Zip Code

2.

Mark P. Mays

Name 200 E. Basse Road

San Antonio

, TX

78209

Street Address

City

State

Zip Code

3.

Randall T. Mays

Name 200 E. Basse Road

San Antonio

, TX

78209

Street Address

City

State

Zip Code

5.

Purpose: (optional-see instructions)

The purpose of this Corporation shall be;

6.

Name, Address and Signature of Incorporator: (attach additional page if there is more than 1 incorporator)

Stephanie Rosales

Name

Signature

200 E. Basse Road

San Antonio

, TX

78209

Address

City

State

Zip Code

7.

Certificate of Acceptance of Appointment of Resident Agent:

I hereby accept appointment as Resident Agent for the above named corporation.

12/6/04

Authorized Signature of R.A. or On Behalf of R.A. Company

Date

NV001 - 10/18/2004 C T System Online