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                                                                    EXHIBIT 3.33



                          CERTIFICATE OF INCORPORATION

                                       OF

                            WAITE BROADCASTING CORP.



         1.      The name of the corporation is Waite Broadcasting Corp.

         2.      The address of its registered office is the State of Delaware
is 1209 Orange Street in the City of Wilmington, County of New Castle.  The
name of its registered agent at such address is The Corporation Trust Company.

         3.      The nature of the business or purposes to be conducted or
promoted is:

                 To engage in any lawful act or activity for which corporations
                 may be organized under the General Corporation Law of
                 Delaware,

         4.      The total number of shares of stock which the corporation
shall have authority to issue is One Hundred Ten Thousand (110,000) of which
Ten Thousand shares of the par value of One Dollar ($1.00) each, amounting in
the aggregate to Ten Thousand Dollars ($10,000) shall be preferred stock and of
which One Hundred Thousand (100,000) shares of the par value of one cent ($.01)
each accounting is the aggregate to One Thousand Dollars ($1,000) shall be
common stock.

         5.      The Board of Directors of the corporation is authorized to
issue the Preferred Stock of the corporation from time to time in one or more
series with distinctive serial designations:

                 (a)      with voting powers, full or limited, or no voting
                          powers, and such designations, preferences and
                          relative, participating, option or other special
                          rights, and qualifications, limitations, or
                          restrictions;

                 (b)      subject, or not subject to, redemption at such time
                          or times and at such price or prices;

                 (c)      with the right to receive dividends at such rates, on
                          such conditions and at such times, and payable in
                          preference to, or in such relations to, the dividends
                          payable on any other class or classes or any other
                          series of stock and cumulative or noncumulative as;

                 (d)      with the rights, upon the dissolution of, or upon
                          distribution of the assets of the corporation; and
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                 (e)      convertible into, or exchangeable for any other class
                          or classes of stock or any series thereof, of the
                          corporation at such price or prices or at such rates
                          of exchange with such adjustments;

as shall be stated in the resolution or resolutions provided for the issue of
such stock adopted by the Board of Directors.  Preferred Stock shall not have
any vote except as required by law or as provided in the resolution or
resolutions of the Board of Directors of the corporation delineating the rights
and liabilities of the class or series.

         6.      The name and mailing address of the incorporator is as
follows:

           NAME                                MAILING ADDRESS
           ----                                ---------------

         Martin Mushkin                     Blodnick, Schultz & Abramowitz, P.C.
                                            3111 New Hyde Park Road
                                            Lake Success, New York 11042

         7.      The corporation is to have perpetual existence.

         8.      In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized to make, alter or
repeal the by-laws of the corporation.

         9.      The corporation reserves the right to amend, alter, change or
repeat any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

         10.     Any and all right, title, interest and claim in or to any
dividends declared by the corporation, whether in cash, stock, or otherwise,
which are unclaimed by the stockholder entitled thereto for a period of six
years after the close of business on the payments date, shall be deemed to be
extinguished and abandoned; any such unclaimed dividends in the possession of
the corporation, its transfer agents, or other agents or depositories, shall at
such time become the absolute property of the corporation, free and clear of
any and all claims of any persons whatsoever.

         11.     The corporations shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all
of the expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in any
other capacity while holding such office, and shall continue as to a person who
has ceased to be director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.




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         I, THE UNDERSIGNED being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this Certificate hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly, have hereunto set my hand this 2nd day of August, 1985.




                                                 /s/ Martin Mushkin
                                                 -----------------------------
                                                 MUSHKIN




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           CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                           AND OF REGISTERED AGENT


         It is hereby certified that:

         1.      The name of the corporation (hereinafter called the
"corporation") is

                          WAITE BROADCASTING CORP.

         2.      The registered office of the corporation within the State of
Delaware is hereby changed to 32 Loockerman Square, Suite L-100, City of Dover
19901, County of Kent.

         3.      The registered agent of the corporation within the State of
Delaware is hereby changed to The Prentice- Hall Corporation System, Inc., the
business office of which is identical with the registered office of the
corporation as hereby changed.

         4.      The corporation has authorized the changes hereinbefore set
forth by resolution of its Board of Directors.

         SIGNED on November 2, 1992.


                                       /s/ Frank D. Osborn
                                       -------------------------------------
                                       Frank D. Osborn, President

Attest:



/s/ Josephine Osborn
-------------------------------
Josephine Osborn, Secretary