
<PAGE>   1
                                                                    EXHIBIT 4.31

     NUMBER                                                       SHARES
 

                                                       CUSIP _________________
                         CHANCELLOR MEDIA CORPORATION

            (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)


This is to certify that



is the owner of ________________________________________________________ SHARES
OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE ABOVE CORPORATION'S $3.00
CONVERTIBLE EXCHANGEABLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE 

transferable only on the books of the Corporation by the holder hereof
or by its duly authorized attorney upon surrender of this Certificate
properly endorsed. Reference is made hereby to the further provisions of this
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set at this place.

        This certificate is not valid until countersigned by the Transfer Agent
        and registered by the Registrar.

        Witness the seal of the Corporation and the signatures or the facsimile
        thereof of its duly authorized officers.

Dated:          


       ----------------------                          ------------------------
       Secretary                                       Chief Executive Officer


                                         Countersigned and Registered
                                         THE BANK OF NEW YORK
                                                    Transfer Agent and Registrar
                                         By:

                                                    --------------------------
                                                    Authorized Signature


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                         CHANCELLOR MEDIA CORPORATION

    RESTRICTIONS ON TRANSFER AND VOTING: The Amended and Restated Certificate
of Incorporation of the Corporation provides that to the extent prohibited by 
law, (i) the  Corporation shall not issue in excess of 25% of its capital stock
outstanding at any time to or for the account of any "Alien" or "Aliens"; (ii)
the Corporation shall not permit the transfer on its books of any of its
capital stock to or for the account of any Alien if, after giving effect to
such transfer, the capital stock held by or for the account of any Alien or
Aliens would exceed 25% of the Corporation's capital stock outstanding at any
time; and (iii) no Alien or Aliens shall be entitled to vote or direct or
control the vote of more than 25% of the total voting power of all the shares
of capital stock of the Corporation outstanding and entitled to vote at any
time and from time to time. The term "Alien" means any person who is a citizen
of a country other than the United States; any entity organized under the laws
of a government other than the government of the United States or any state,
territory or possession thereof; a government other than the government of the
United States or of any state, territory or possession thereof; or a
representative of, or an individual or entity controlled by, any of the
foregoing.
 
    The Corporation is authorized to issue shares of more than one class and to
issue shares in more than one series of at least one class. The Corporation
will furnish without charge to each receipt holder who so requests a statement
of the powers, designations, preferences and relative, participating, optional
or other specified rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preference and/or rights,
including the Certificate of Designation of the $3.00 Convertible Exchangeable
Preferred Stock. Any such request should be addressed to Chancellor Media
Corporation, 433 East Las Colinas Boulevard, Suite 1130, Irving, Texas, 75039,
Attention: Treasurer.

    The following abbreviations, when used in the inscription on the face of 
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

 TEN COM - as tenants in common   UNIF GIFT TO MIN ACT -      Custodian
 TEN ENT - as tenants by the                            ------         --------
           entireties                                   (Cust)          (Minor)
 JT TEN -  as joint tenants with                        under Uniform Gift to
           right of survivorship                        Minor Act
           and not as tenants                                    ------------
           in common                                                (State) 
                                                                             


Additional abbreviations may also be used though not in the above list.


For value received,         hereby sell(s), assign(s) and transfer(s)  unto 
                   --------                                                -----

-------------------------------------------------------------------------------
(Please print or typewrite name, address including postal zip code and Social
Security or other identifying number of assignee)
                                                 ------------------------------
shares represented by the certificate and all right thereunder and do(es)
hereby irrevocably constitute and appoint
                                         --------------------------------------
attorney to transfer the said stock on the books of the within name Corporation
with full power of substitution in the premises.

Dated:                                        Signature
      ------------------------------                   ------------------------
                                              NOTICE: The signature to this
                                              assignment must correspond with 
                                              the name as written upon the face
                                              of this certificate in every 
                                              particular, without alteration or
                                              enlargement or any change 
                                              whatever. 

Signature guaranteed by
                       =======================================================
                       THE FOLLOWING MUST BE EXECUTED BY THE ASSIGNEE OF THIS
                       CERTIFICATE BEFORE TRANSFER MAY BE MADE ON THE BOOKS OF
                       THE CORPORATION:

                                 is an Alien (as defined above)
                              ---
                                 is not an Alien
                              ---

                       and that, if any other person can vote or direct or
                       control the vote of such shares, or if such shares are 
                       held for the account of any other person, to the best 
                       of the undersigned's knowledge, such other person 

                                 is an Alien (as defined above)
                              ---
                                 is not an Alien
                              ---

                       Dated                             Signature
                            -----------------------               --------------
