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                                                                   EXHIBIT 3.35


                          CERTIFICATE OF INCORPORATION

                                       OF

                        AMERON BROADCASTING CORPORATION



         FIRST:  The name of the corporation is Ameron Broadcasting
Corporation.

         SECOND:  The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in
New Castle County, Delaware.  The name of its registered agent at such address
is The Corporation Trust Company.

         THIRD:  The nature of the business or purposes to be conducted or
promoted by the corporation is to engage in any lawful act or activity for
which corporations may be organized under the Delaware General Corporation Law.

         FOURTH:  The total number of shares of all classes of stock which the
corporation shall have authority to issue is Three Thousand (3,000) shares of
Common Stock of the par value of One Cent ($0.01) per share.

         FIFTH:  The name of the incorporator is P. Gregory Hidalgo and his
mailing address is c/o Vinson & Elkins L.L.P., 3700 Trammell Crow Center, 2001
Ross Avenue, Dallas, Texas 75201.

         SIXTH:  The name and mailing address of the sole director, who shall
serve until the first annual meeting of stockholders or until his successor is
elected and qualified, is as follows:


                    Name                              Address

                 Eric C. Neuman             200 Crescent Court, Suite 1600
                                            Dallas, Texas  75201

The number of directors of the corporation shall be as specified in, or
determined in the manner provided in, the bylaws.  Election of directors need
not be by written ballot.
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         SEVENTH:  In furtherance of, and not in limitation of, the powers
conferred by statute, the Board of Directors is expressly authorized to adopt,
amend or repeal the bylaws of the corporation.

         EIGHTH:  Whenever a compromise or arrangement is proposed between the
corporation and its creditors or any class of them and/or between the
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the corporation 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 the corporation 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 stockholders or class of stockholders of the corporation, 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 stockholders or class of stockholders of the
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the corporation 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
stockholders or class of stockholders, of the corporation, as the case may be,
and also on the corporation.

         NINTH:  No director of the corporation shall be liable to the
corporation or its stockholders 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 corporation or its stockholders, (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 Law, or (iv) for any transaction from which the director derived an
improper personal benefit.  In addition to the circumstances in which a
director of





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the corporation is not personally liable as set forth in the preceding
sentence, a director of the corporation shall not be liable to the fullest
extent permitted by any amendment to the Delaware General Corporation Law
hereafter enacted that further limits the liability of a director.

         TENTH:  The corporation shall have the right, subject to any express
provisions or restrictions contained in this certificate of incorporation or
bylaws of the corporation, from time to time, to amend this certificate of
incorporation or any provision hereof in any manner now or hereafter provided
by law, and all rights and powers of any kind conferred upon a director or
stockholder of this corporation by this certificate of incorporation or any
amendment hereof are subject to such right of the corporation.

         I, the undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Delaware General Corporation
Law, do make this certificate, hereby declaring that this is my act and deed
and that the facts herein stated are true, and accordingly have hereunto set my
hand this 27th day of February, 1997.



                                        /s/ P. Gregory Hidalgo
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                                        P. Gregory Hidalgo
                                        Incorporator





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