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                                                                    EXHIBIT 3.32


                        CERTIFICATE OF INCORPORATION

                                     of

                        SOUTHEAST RADIO HOLDING 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 Southeast Radio Holding
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.
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         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, 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.




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         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 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 or 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





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serving at the request of the Corporation as a director, officer, employee or
agent of an Other Entity, againstany liability asserted against such person and
incurred by such person in any such capacity, 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





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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 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,





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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.

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


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





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