
<PAGE>   1
                                                                     EXHIBIT 4.5


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION


         A. H. Belo Corporation, 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 the corporation
held on February 22, 1995, resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of the corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of the corporation for consideration thereof.  The proposed
amendment, in the form adopted by the Board of Directors of the corporation, is
as set forth in Appendix A to this Certificate.

         SECOND: That at the next annual meeting of the stockholders of the
corporation thereafter duly convened and held, upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware, the
necessary number of shares as required by statute and by the corporation's
Certificate of Incorporation were voted in favor of the amendment.

         THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         FOURTH: That the capital of the corporation shall not be reduced under
or by reason of said amendment.

         IN WITNESS WHEREOF, the corporation has caused this Certificate to be
duly executed by its Chairman of the Board and attested to by its Secretary,
and caused its corporate seal to be affixed hereto as of the 3rd day of May,
1995.

                                          A. H. BELO CORPORATION
                               
                               
                                          By:   /Robert W. Decherd
                                                --------------------------
                                                Chairman of the Board
                               
[Corporate Seal]               
                                          ATTEST:  /Michael J. McCarthy
                                                   ------------------------
                                                   Secretary
                               
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                                                                    EXHIBIT 4.5



THE STATE OF TEXAS        )
                          )
COUNTY OF DALLAS          )

         On the 3rd day of May, 1995, before me personally appeared Robert W.
Decherd, the Chairman of the Board of A. H. Belo Corporation, to me known to be
the person described in and who executed the foregoing instrument, and
acknowledged that he executed the same in the capacity indicated, that it is
the act and deed of such corporation, and that the facts stated therein are
true.    


                                                  /Pamela Lynne Roach
                                                  -----------------------------
                                                  Notary Public

My Commission Expires:
November 23, 1997                                 /Pamela Lynne Roach
                                                  -----------------------------
                                                  Print Name

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                                   APPENDIX A

                 AMENDMENT TO THE CERTIFICATE OF INCORPORATION
                           OF A. H. BELO CORPORATION


The third paragraph of Article Four, Section 1, shall be deleted and replaced
with the following:

                 If the shares are issued in two or more series, the remaining
         shares of Common Stock may be issued by the Board of Directors as
         shares of Series A Common Stock (herein called "Series A Stock"),
         and/or designated and issued as shares of Series B Common Stock
         (herein called "Series B Stock"), and/or as shares of Series C Common
         Stock  (herein called "Series C Stock").  After completion of the
         initial distribution of Series B Stock, the corporation shall not
         issue any additional shares of Series B Stock if such issuance would
         result in the Series A Stock being excluded from trading on the New
         York Stock Exchange, the American Stock Exchange, and other national
         stock exchanges and also being excluded from quotation on the NASDAQ
         (as defined herein) or any other national quotation system then in
         use.  Subject to the foregoing, the Board of Directors shall have the
         authority to fix the number of shares constituting any such series,
         and to increase or decrease the number of shares of any series prior
         to or after the issuance of shares of that series, but not below the
         number of shares of such series then outstanding.  In case the number
         of shares of any series shall be so decreased, the shares constituting
         such decrease shall resume the status of authorized but unissued
         shares of Common Stock.
