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                                                                    EXHIBIT 3.24




                          CERTIFICATE OF INCORPORATION
                                       OF
                                  O.C.C., INC.


         Pursuant to the provisions of Section 102 of the Delaware General
Corporation Act, the undersigned incorporator of O.C.C., Inc. (the "Company")
does hereby certify as follows:


                                   ARTICLE 1
                                      NAME

         The name of the Company is O.C.C., Inc.

                                   ARTICLE 2
                               REGISTERED OFFICE

         The address of the registered office of the Company shall be 229 South
State Street, Dover, Kent County, Delaware.  The name of the registered agent
is United States Corporation Company.

                                   ARTICLE 3
                                    PURPOSES

         The purpose of the Company is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
Delaware.

         Without limiting in any manner the scope and generality of the
foregoing, it is hereby provided that the Company shall have the following
purposes, objects and powers:

         To develop, acquire, own and operate radio, television or other
broadcast properties and to engage in all activities deemed by the Company to
be necessary, advisable and attendant thereto.

                                   ARTICLE 4
                                     STOCK

         The total number of shares of all classes of stock which the Company
shall have authority to issue is 150,000 shares of which 100,000 shares shall
be Common Stock (the "Common Stock"), par value $.01 per share, and 50,000
shares shall be Preferred Stock (the "Preferred Stock"), par value $.01 per
share.

         Any notice required to be given in connection with a vote solely by a
class or series of Common or Preferred Stock shall be required to be given only
to holders of shares of such class or series of Common or Preferred Stock,
respectively, and not to the holders of shares of any other class or series of
authorized capital stock.
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         Except as otherwise stated in this Certificate of Incorporation, or as
otherwise required by law, (i) each share of Common Stock of the Company shall
be equal in all respects to each other share of Common Stock and (ii) the
holders of shares of Common Stock shall be entitled to one vote for each share
of Common Stock held with respect to all matters as to which the Common Stock
is entitled to be voted.

         The holders of the Common Stock shall be entitled to receive such
dividends (payable in cash, stock, or otherwise) as may be declared on the
Common Stock by the Board of Directors at any time or from time to time out of
any funds legally available therefor.

         The Board of Directors, and to the extent permitted by law the
Executive Committee, if appointed, are authorized, subject to any limitations
prescribed by law and the provisions of this Article 4, to provide for the
issuance of the Common Stock and Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series and to fix the designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations or restrictions
thereof.

         The authority of the Board of Directors, and to the extent permitted
by law the Executive Committee, if appointed, with respect to each series of
Common Stock or Preferred Stock shall include, but not be limited to,
determination of the following:

                 (1)      The number of shares constituting that series and the
distinctive designation of that series;

                 (2)      The dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends on shares
of that series;

                 (3)      Whether that series shall have voting rights, in
addition to any voting rights required by law, and, if so, the terms of such
voting rights, including but not limited to the right to cumulative votes for
the election of directors, the right to vote as separate class either alone or
with another class or series of stock, and the right to have more (or less)
than one vote per share;

                 (4)      Whether or not the shares of such series shall be
convertible into or exchangeable for, at the option of either the Company or
the holder or upon the happening of a specified event, stock of any other class
or series, and, if such shares shall be so convertible, or exchangeable, the
terms and conditions of conversion or exchange, including but not limited to,
any provision for the adjustment of the conversion or exchange rate or the
conversion or exchange price.

                 (5)      Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;





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                 (6)      The rights of the holders of shares of such series in
the event of the voluntary or involuntary liquidation, dissolution or winding
up of the Company (which rights may vary depending upon the circumstances or
nature of such liquidation, dissolution or winding up); and the relationship or
preference, if any, of such rights to rights of holders of capital stock of any
other class or series; and whether or not a liquidation, dissolution or winding
up of the Company, as such terms are used in this clause (6), shall be deemed
to be occasioned by or to include any consolidation or merger of the Company
with or into any other corporation or corporations or a sale, lease or
conveyance of all or a part of the assets of the Company or any liquidation.
dissolution and/or winding up of the Company in connection therewith.

                 (7)      Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund.

                 (8)      Any other powers, preferences and relative,
participating, optional or other specific rights or qualifications, limitations
or restrictions thereof, as shall not be inconsistent with the limitations
provided by law.

                                   ARTICLE 5
                                  INCORPORATOR

         The name and address of the sole incorporator are as follows:

         William Waller, Jr.

         Waller Lansden Dortch & Davis
         2100 One Commerce Place
         Nashville, Tennessee 37239

                                   ARTICLE 6
                                   MANAGEMENT

         The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Company, and for further
definition, limitation and regulation of the powers of the Company and of its
directors and shareholders.

                 (1)      The number of directors of the Company shall be such
as from time to time shall be fixed by, or in the manner provided in, the
By-Laws.  Election of directors need not be by ballot unless the By-Laws so
provide.

                 (2)      The Board of Directors shall have power to make,
alter, amend, change, add to or repeal the By-Laws of the Company; to fix and
vary the amount of Common or Preferred Stock to be reserved for any proper
purpose; to authorize and cause to be executed mortgages and liens upon all or
any part of the property of the Company; to determine the use and disposition
of any surplus or net profits; and to fix the times for the declaration and
payment of dividends.





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                 (3)      The directors in their discretion may submit any
contract or act for approval or ratification at any annual meeting of the
shareholders or at any meeting of the shareholders called for the purpose of
considering any such act or contract, and any contract or act that shall be
approved or be ratified by the vote of the holders of a majority of the stock
of the Company which is represented in person or by proxy at such meeting and
entitled to vote thereat (provided that a lawful quorum of shareholders be
there represented in person or by proxy) shall be as valid and as binding upon
the Company and upon all the shareholders as though it had been approved or
ratified by every shareholder of the Company, whether or not the contract or
act would otherwise be open to legal attack because of directors' interest, or
for any other reason.

                 (4)      In addition to the powers and authorities
hereinbefore or by statute expressly conferred upon them, the directors are
hereby empowered to exercise all such powers and do all such acts and things as
may be exercised or done by the Company, subject, nevertheless, to the
provisions of the statutes of Delaware, of this Certificate, and to any By-Laws
from time to time; provided, however, that no By-Laws so made shall invalidate
any prior act of the directors which would have been valid if such By-Law had
not been made.

                                   ARTICLE 7
                                INDEMNIFICATION

         The Company shall indemnify, and upon request shall advance expenses
to, in the manner and to the full extent permitted by law, any person (or the
estate of any person) who was or is a party to, or is threatened to be made a
party to, any threatened, pending or complete action, suit or proceeding,
whether or not by or in the right of the Company, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
person is or was a director, officer, or employee of the Company, or is or was
serving at the request of the Company as a director, officer, partner, trustee
or employee of another corporation, partnership, joint venture, trust or other
enterprise.  The Company may, to the full extent permitted by law, purchase and
maintain insurance on behalf of any such person against any liability which may
be asserted against him or her.  To the full extent permitted by law, the
indemnification and advances provided for herein shall include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement.
The indemnification provided herein shall not be deemed to limit the right of
the Company to indemnify any other person for any such expenses to the full
extent permitted by law, nor shall it be deemed exclusive of any other rights
to which any person seeking indemnification from the Company may be entitled
under any agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

         A director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its shareholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Act, or (iv) for any
transaction from which the Director derived an improper personal benefit.  If
the Delaware General Corporation Act is amended after approval by the
shareholders of this Section to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Company shall be eliminated or





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limited to the fullest extent permitted by the Delaware General Corporation
Act, as so amended.  Any repeal or modification of the foregoing portion of
this Section by the shareholders shall not adversely affect any right or
protection of a director of the Company existing at the time of such repeal or
modification.

                                   ARTICLE 8
                        COMMUNICATIONS ACT REQUIREMENTS

         In accordance with the Federal Communications Act of 1934, as amended
(the "Communications Act"), and regulations of the Federal Communications
Commission (the "FCC Regulations"), the Board of Directors of the Company may:
(a) prohibit the ownership or voting of more than 20% of the Company's
outstanding capital stock by or for the account of aliens or their
representatives or by a foreign government or representative thereof or by any
corporation organized under the laws of a foreign country (collectively
"Aliens"), or by or for corporations of which any officer is an Alien, more
than one-fourth of its directors are Aliens, or of which more than one-fourth
of its capital stock is owned of record or voted by Aliens; (b) prohibit any
transfer of the Company's capital stock which would cause more than 20% of the
Company's outstanding capital stock to be owned or voted by or for any person
or entity designated in foregoing clause (a); and (c) prohibit the ownership,
voting or transfer of any portion of its outstanding capital stock to the
extent the ownership, voting or transfer of such portion would cause the
Company to violate or otherwise result in violation of any provision of the
Communications Act or the FCC Regulations.

                                   ARTICLE 9
                           COMPROMISE OR ARRANGEMENT
                               OR REORGANIZATION

         Whenever a compromise or arrangement is proposed between this Company
and its creditors or any class of them and/or between this Company and its
shareholders or any class of them, any court of equitable Jurisdiction within
the State of Delaware may, on the application in a summary way of this Company
or of any creditor or shareholder thereof or on the application of any receiver
or receivers appointed for this Company under the provisions of Section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution
or of any receiver or receivers appointed for this Company under the provisions
of Section 279 of Title 8 of the Delaware Code, order a meeting of the
creditors or class of creditors, and/or of the shareholders or class of
shareholders of this Company, as the case may be, to be summoned in such manner
as the said court directs.  If a majority in number representing three-fourths
in value of the creditors or class of creditors and/or of the shareholders or
class of shareholders of this Company, as the case may be, agree to any
compromise or arrangement and to any reorganization of this Company as a
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors, and/or on all the shareholders or class of shareholders, of
this Company, as the case may be, and also on this Company.





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                                   ARTICLE 10
                              UNCLAIMED DIVIDENDS

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

                                   ARTICLE 11
                                   AMENDMENT

         The Company reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors and officers are subject to this reserved power.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal, the 25th day
of September, 1987.



                                        O.C.C., INC.


                                        /s/ William Waller, Jr.
                                        ---------------------------------------
                                        William Waller, Jr.





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                   Certificate of Restoration and Revival of
                          Certificate of Incorporation
                                       of

                                  O.C.C., INC.

         It is hereby certified that:

         1.      The name of the corporation (hereinafter called the
                 "corporation") is O.C.C., INC.

         2.      The corporation was organized under the provisions of the
General Corporation Law of the State of Delaware.  The date of filing of its
original certificate of incorporation with the Secretary of State of the State
of Delaware is September 28, 1987.

         3.      The address, including the street, city, and county, of the
registered office of the corporation in the State of Delaware and the name of
the registered agent at such address are as follows: The Prentice-Hall
Corporation System, Inc., 229 South State Street, Dover, Delaware 19901, County
of Kent.

         4.      The corporation hereby procures a restoration and revival of
its certificate of incorporation, which became inoperative by law on March 1,
1989 for failure to file annual reports and non-payment of taxes payable to the
State of Delaware.

         5.      The certificate of incorporation of the corporation, which
provides for and will continue to provide for, perpetual duration, shall, upon
the filing of this Certificate of Restoration and Revival of the Certificate of
Incorporation in the Department of State of the State of Delaware, be restored
and revived and shall become fully operative on February 28, 1989.

         6.      This Certificate of Restoration and Revival of the Certificate
of Incorporation is filed by authority of the duly elected directors as
prescribed by Section 312 of the General Corporation Law of the State of
Delaware.

Signed and attested to on August 1, 1989.


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

Attest:


/s/ Barry M. Wolper
-----------------------------------
Barry M. Wolper
Secretary

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STATE OF NEW YORK         )
                          )       ss.:
COUNTY OF NEW YORK        )


         BE IT REMEMBERED that, on August 1, 1989, before me, a Notary Public
duly authorized by law to take acknowledgment of deeds, personally came Frank
D. Osborn, President of  O. C. C., Inc., who duly signed the foregoing
instrument before me and acknowledged that such signing is his act and deed,
that such instrument as executed is the act and deed of said corporation, and
that the facts stated therein are true.

         GIVEN under my hand on August 1, 1989.



                                        /s/ Merrill Weber
                                        ---------------------------------------
                                        Notary Public





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                     Certificate of Restoration and Revival
                                       of
                          Certificate of Incorporation
                                       of
                                  O.C.C., Inc.

It is hereby certified that:

         1.      The name of the corporation (hereinafter called the
"Corporation") is O.C.C., Inc.

         2.      The Corporation was organized under the provisions of the
General Corporation Law of the State of Delaware.  The date of filing of its
original certificate of incorporation with the Secretary of State of the State
of Delaware is September 28, 1987.

         3.      The address, including the street, city, and country, of the
registered office of the Corporation in the State of Delaware and the name of
the registered agent at such address are as follows:  The Prentice-Hall
Corporation System, Inc., 32 Loockerman Square, Suite L-100, Dover, Delaware
19901, County of Kent.

         4.      The Corporation hereby procures a restoration and revival of
this certificate of incorporation, which became inoperative by law on February
28, 1991 for failure to file annual reports and non-payment of taxes payable to
the State of Delaware.

         5.      The certificate of incorporation of the Corporation, which
provides for and will continue to provide for perpetual duration shall, upon
the filing of this Certificate of Restoration and Revival of the Certificate of
Incorporation in the Department of State of the State of Delaware, be restored
and revived and shall become fully operative on March 1, 1991.

         6.      This Certificate of Restoration and Revival of the Certificate
of Incorporation is filed by authority of the duly elected directors as
prescribed by Section 312 of the General Corporation Law of the State of
Delaware.

Signed and attested to on October 29, 1991.


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

Attest:

/s/ Heather L. Short
-------------------------------------------
Secretary