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                                                                    EXHIBIT 3.29


                          CERTIFICATE OF INCORPORATION

                                       of

                           GADSDEN BROADCASTING CORP.

         The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State of Delaware, certifies as follow:

         1.      Name.  The name of the corporation is Gadsden Broadcasting
Corp. (the "Corporation").

         2.      Address; Registered Office and Agent.  The address of the
Corporation's registered office is 32 Loockerman Square, Suite L-100, City of
Dover, County of Kent, State of Delaware; and its registered agent at such
address is The Prentice-Hall Corporation System, Inc.

         3.      Purposes.  The purpose of the Corporation is to engage in,
carry on and conduct any lawful act or activity for which corporations may be
organized under the Delaware General Corporation Law.

         4.      Number of Shares.  The total number of shares of stock that
the Corporation shall have authority to issue is:  one thousand (1,000), all of
which shall be shares of Common Stock of the par value of one cent ($.01) each.

         5.      Name and address of Incorporator.  The name and mailing
address of the incorporator are:  Heather S.  McDonnell, Osborn Communications
Corporation, 405 Lexington Avenue, 54th Floor, New York, NY  10174.

         6.      Election of Directors.  Members of the Board of Directors may
be elected either by written ballot or by voice vote.

         7.      Limitation of Liability.  No Director of the Corporation shall
be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director,
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except for liability (a) for any breach of the Director's duty of loyalty to
the Corporation or its stockholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(c) under Section 174 of the Delaware General Corporation Law or (d) for any
transaction from which the Director derived any improper personal benefits.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.

         8.      Indemnification.

                 8.1      To the extent not prohibited by law, the Corporation
shall indemnify any person who is or was made, or threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or
a person of whom such person is the legal representative, is or was a Director
or officer of the Corporation, or is or was serving in any capacity at the
request of the Corporation for any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise (an "Other Entity"),
against judgments, fines, penalties, excise taxes, amounts paid in settlement
and costs, charges and expenses (including attorneys' fees and disbursements).
Persons who are not Directors or officers of the Corporation may be similarly
indemnified in respect of service to the Corporation or to an Other Entity at
the request of the Corporation to the extent the Board at any time specifies
that such persons are entitled to the benefits of this Section 8.

         8.2     The Corporation shall, from time to time, reimburse or advance
to any Director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of




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expenses, including attorneys' fees and disbursements, incurred in connection
with any Proceeding, in advance of the final disposition of such Proceeding;
provided, however, that, if required by the Delaware General Corporation Law,
such expenses incurred by or on behalf of any Director or officer or other
person may be paid in advance of the final disposition of a Proceeding only
upon receipt by the Corporation of an undertaking, by or on behalf of such
Director of officer (or other person indemnified hereunder), to repay any such
amount so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right of appeal that such Director,
officer or other person is not entitled to be indemnified for such expenses.

         8.3     The rights to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 8 shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or reimbursement or advancement of expenses may have or hereafter be entitled
under any statute, this Certificate of Incorporation, the By-laws of the
Corporation (the "By-laws"), any agreement, any vote of stockholders or
disinterested Director or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

         8.4     The rights to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 8 shall continue
as to a person who has ceased to be a Director or officer (or other person
indemnified hereunder) and shall inure to the benefit of the executors,
administrators, legatees and distributees of such person.

         8.5     The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity,





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or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Section 8, the By-laws or under Section 145 of the Delaware
General Corporation Law or any other provision of law.

         8.6     The provisions of this Section 8 shall be a contract between
the Corporation, on the one hand, and each Director and officer who serves in
such capacity at any time while this Section 8 is in effect and any other
person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer, or other person intend to be
legally bound.  No repeal or modification of this Section 8 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

         8.7     The rights to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 8 shall be
enforceable by any person entitled to such indemnification or reimbursement or
advancement of expenses in any court of competent jurisdiction.  The burden of
proving that such indemnification or reimbursement or advancement of expenses
is not appropriate shall be on the Corporation.  Neither the failure of the
Corporation (including its Board of Directors, its independent legal counsel
and its stockholders) to have made a determination prior to the commencement of
such action that such indemnification or reimbursement or advancement of
expenses is proper in the circumstances nor an actual determination by the
Corporation (including its Board of Directors, its independent legal counsel
and its stockholders) that such person is not entitled to such indemnification
or reimbursement or advancement of expenses shall constitute a defense to the
action or create a presumption that such person is not so entitled.  Such a
person shall also be indemnified for any expenses incurred in





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connection with successfully establishing his or her right to such
indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.

         8.8     Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled to
vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

         8.9     Any person entitled to be indemnified or to reimbursement or
advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time
of the occurrence of the event or events giving rise to the applicable
Proceeding, to the extent permitted by law, or on the basis of the applicable
law in effect at the time such indemnification or reimbursement or advance of
expenses is sought.  Such election shall be made, by a notice in writing to the
Corporation, at the time indemnification or reimbursement or advancement of
expenses is sought; provided, however, that if no such notice is given, the
right to indemnification or reimbursement or advancement of expenses shall be
determined by the law in effect at the time indemnification or reimbursement of
advancement of expenses is sought.

         9.      Adoption, Amendment and/or Repeal of By-Laws.  The Board of
Directors may from time to time (after adoption by the undersigned of  the
original By-laws) make, alter or repeal the By-laws by a vote of two-thirds of
the entire Board of Directors that would be in office if no vacancy existed,
whether or not present at a meeting; provided, however, that any By-laws made,
amended or repealed by the Board of Directors may be amended or repealed, and
any By- laws may be made, by the stockholders of the Corporation by a vote of a
majority of the holders of shares of stock of the Corporation entitled to vote
in the election of Directors of the Corporation.





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WITNESS the signature of this Certificate this 22 of October, 1993.

                                             /s/ Heather S. McDonnell
                                             ---------------------------------
                                             Heather S. McDonnell
                                             Incorporator





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                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                           GADSDEN BROADCASTING CORP.

                        (PURSUANT TO SECTION 242 OF THE
               GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)


         Gadsden Broadcasting Corp., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

         1.      The name of the Corporation is Gadsden Broadcasting Corp.

         2.      This Certificate of Amendment amends the Certificate of
Incorporation now in effect to change the name of the Corporation to Rainbow
Broadcasting Corporation.

         3.      This Certificate of Amendment was duly adopted by written
consent, dated as of March 19, 1996, of the sole director of the Corporation in
accordance with Section 141(f) of the General Corporation Law.

         4.      Section 1 of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                "1.      NAME. The name of the Corporation is Rainbow
         Broadcasting Corporation (the "Corporation")."

         5.      The aforesaid amendment was duly adopted in accordance with
the applicable provision of Section 242 of the General Corporation Law.
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         IN WITNESS WHEREOF, the Corporation has authorized the undersigned to
execute this Certificate of Amendment this 19th day of March, 1996.

                                                GADSDEN BROADCASTING CORP.



                                                By: /s/ Frank D. Osborn
                                                  ---------------------------
                                                    Frank D. Osborn
                                                    President
ATTEST:


By: /s/ Michael F. Mangan
  ----------------------------
    Michael F. Mangan
    Secretary