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                                   EXHIBIT 3.8
              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                             FILED NOVEMBER 26, 2003



                              ARTICLES OF AMENDMENT
                                       OF
                              BULL RUN CORPORATION

        Pursuant to the provisions of Section 14-2-602(d) of the Georgia
Business Corporation Code, the undersigned, on behalf of Bull Run Corporation
(the "Corporation"), hereby submits the following information:

                                   ARTICLE 1

        The name of the Corporation is Bull Run Corporation.


                                    ARTICLE 2

        The Articles of Incorporation of the Corporation (the "Articles") are
hereby amended to provide for the establishment and designation of Series F
Convertible Preferred Stock and to fix and determine the relative rights and
preferences thereof by adding the following to the end of Article 2 of the
Articles, as amended:

                      SERIES F CONVERTIBLE PREFERRED STOCK

        Section 10. Designation and Amount. The shares of the series of capital
stock of the Corporation shall be designated as "Series F Convertible Preferred
Stock" and the number of shares constituting the Series F Convertible Preferred
Stock, par value $0.01 per share, shall be Twenty-Five Thousand (25,000).

        Section 11. Rank. All Series F Convertible Preferred Stock shall rank,
as to payment of dividends and as to distribution of assets upon liquidation,
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
(a) on a parity with any shares of preferred stock of the Corporation now or
hereafter designated and issued by the Corporation; and (b) senior to the Common
Stock, par value $0.01 per share, of the Corporation (the "Common Stock") now or
hereafter issued.



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        Section 12. Dividends and Distributions. The holders of shares of Series
F Convertible Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors of the Corporation (the "Board") out of funds
legally available for such purposes, dividends at the rate of Ninety Dollars
($90.00) per annum per share, which shall be fully cumulative and shall accrue
from the date of initial issuance. For purposes of these Articles of
Incorporation, the date of initial issuance of the Series F Convertible
Preferred Stock shall be deemed to be November 17, 2003, as the intended
purchaser and sole holder of the Series F Convertible Preferred Stock tendered
the consideration therefor on that date.

        Dividends accrued pursuant to Section 3 shall be payable as follows: (a)
during the period beginning on the date of initial issuance of Series F
Preferred Stock and ending June 30, 2006, in cash or in shares (whether whole or
fractional) of Common Stock, which method shall be determined at the
Corporation's sole option; and (b) thereafter, either in cash or in shares
(whether whole or fractional) of Common Stock, which method shall be determined
at the holder's sole option and communicated to the Corporation by written
notice delivered to the Corporation at least thirty (30) days prior to the
Dividend Payment Date (as defined below) (if a holder does not deliver such
notice to the Corporation, then the form of the dividend to be paid to such
holder shall be at the sole option of the Corporation).

        For purposes of determining the number of shares (or fraction thereof)
of Common Stock to be issued as payment of a dividend pursuant to this Section
3, Common Stock shall be valued at the Nasdaq closing price for the twenty (20)
trading days immediately preceding each Dividend Payment Date.

        Dividends for shares of the Series F Convertible Preferred Stock, if
such dividends should be declared by the Corporation's Board of Directors, shall
be paid annually each year on June 30th (each such date a "Dividend Payment
Date", except that if such date is a Saturday, Sunday, or legal holiday, then
the Dividend Payment Date shall be payable on the next day that is not a
Saturday, Sunday, or legal holiday) to holders of record as they appear on the
stock books of the Corporation on June 15th of that year. The first such
Dividend


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Payment Date shall be on June 30, 2004. Notwithstanding any of the above, all
accrued dividends for shares of Series F Convertible Preferred Stock shall
become immediately due and payable as of the date such shares are converted to
Common Stock in accordance with Section 5 hereof (such date also a "Dividend
Payment Date").

        No dividends or other distributions, other than dividends payable solely
in shares of Common Stock or capital stock of the Corporation ranking junior as
to dividends to the Series F Convertible Preferred Stock (collectively, the
"Junior Dividend Stock"), shall be paid or set apart for payment on, and except
for the use of Common Stock to pay for the exercise of stock options pursuant to
the stock option plans of the Corporation and its subsidiaries, no purchase,
redemption or other acquisition shall be made by the Corporation of any shares
of Junior Dividend Stock unless and until all accrued and unpaid dividends on
the Series F Convertible Preferred Stock shall have been paid or declared and
set apart for payment.

        If at any time any dividend on any capital stock of the Corporation
ranking senior as to dividends to the Series F Convertible Preferred Stock (the
"Senior Dividend Stock") shall be in default, in whole or in part, no dividend
shall be paid or declared and set apart for payment on the Series F Convertible
Preferred Stock unless and until all accrued and unpaid dividends with respect
to the Senior Dividend Stock, including the full dividends for the then current
dividend period, shall have been paid or declared and set apart for payment,
without interest. No full dividends shall be paid or declared and set apart for
payment on any class or series of the Corporation's capital stock ranking, as to
dividends, on a parity with the Series F Convertible Preferred Stock (the
"Parity Dividend Stock") for any period unless all accrued but unpaid dividends
have been, or contemporaneously are, paid or declared and set apart for such
payment on the Series F Convertible Preferred Stock. No full dividends shall be
paid or declared and set apart for payment on the Series F Convertible Preferred
Stock for any period unless all accrued but unpaid dividends have been, or
contemporaneously are, paid or declared and set apart for payment on the Parity
Dividend Stock for all dividend


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periods terminating on or prior to the date of payment of such full dividends.
When dividends are not paid in full upon the Series F Convertible Preferred
Stock and the Parity Dividend Stock, all dividends paid or declared and set
apart for payment upon shares of Series F Convertible Preferred Stock and the
Parity Dividend Stock shall be paid or declared and set apart for payment pro
rata, so that the amount of dividends paid or declared and set apart for payment
per share on the Series F Convertible Preferred Stock and the Parity Dividend
Stock shall in all cases bear to each other the same ratio that accrued and
unpaid dividends per share on the shares of Series F Convertible Preferred Stock
and the Parity Dividend Stock bear to each other.

        Any reference to "distribution" contained in this Section 3 shall not be
deemed to include any stock dividend or distributions made in connection with
any liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary.

        Section 13. Liquidation Preference. In the event of a liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of Series F Convertible Preferred Stock shall be entitled to receive
out of the assets of the Corporation, whether such assets constitute stated
capital or surplus of any nature, an amount equal to the dividends accrued and
unpaid thereon to the date of final distribution to such holders, without
interest, and a sum equal to One Thousand Dollars ($1,000.00) per share (the
"Liquidation Preference") and no more, before any payment shall be made or any
assets distributed to the holders of Common Stock or any other class or series
of the Corporation's capital stock ranking junior as to liquidation rights to
the Series F Convertible Preferred Stock (collectively, the "Junior Liquidation
Stock"); provided, however, that the holders of Series F Convertible Preferred
Stock shall be entitled to such payment only in the event that the Corporation's
payments with respect to the liquidation preference of the holders of capital
stock of the Corporation ranking senior as to liquidation rights to the Series F
Convertible Preferred Stock (the "Senior Liquidation Stock") are fully met.
After the liquidation preferences of the Senior Liquidation Stock are fully met,
the assets of the


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Corporation available for distribution shall be distributed ratably among the
holders of the Series F Convertible Preferred Stock and any other class or
series of the Corporation's capital stock having parity as to liquidation rights
with the Series F Convertible Preferred Stock in proportion to the respective
preferential amounts to which each is entitled (but only to the extent of such
preferential amounts). After payment in full of the Liquidation Preference of
the shares of the Series F Convertible Preferred Stock, the holders of such
shares shall not be entitled to any further participation in any distribution of
assets by the Corporation. Neither a consolidation nor merger of the Corporation
with another corporation nor a sale or transfer of all or part of the
Corporation's assets for cash, securities or other property will be considered a
liquidation, dissolution or winding up of the Corporation for the purposes of
this Section 4.

        Section 14. Conversion Terms.

        (a) Conversion Right. On or after the day two (2) years after the date
of initial issuance of the Series F Convertible Preferred Stock (the "Conversion
Date"), but at no time before that date, subject to the provisions for
adjustment hereinafter set forth, each single share of Series F Convertible
Preferred Stock shall be convertible at any time at the option of the holder
thereof into Seven Hundred Eighty-One and Twenty-Five One Hundredths (781.25)
fully paid and non-assessable shares of Common Stock; provided, however, that no
fractional shares of Common Stock will be issued upon conversion and, upon such
a conversion, the actual number of shares of Common Stock ultimately issued to
any holder will have been rounded down to the nearest whole number of shares.

        (b) Mechanics of Conversion. The holder of any shares of Series F
Convertible Preferred Stock may exercise the conversion right specified in
Section 5(a) by surrendering to the Corporation the certificate or certificates
for the shares to be converted, accompanied by written notice specifying the
number of shares to be converted. Conversion will be deemed effective on the
date when such notice is delivered.


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        (c) Adjustments. The number of shares of Common Stock into which an
issued and outstanding share of Series F Convertible Preferred Stock is
convertible shall be subject to adjustment from time to time as follows:

                (i) If the Corporation shall (x) declare a dividend on the
        Common Stock in shares of its capital stock (whether shares of Common
        Stock, Series F Convertible Preferred Stock or of capital stock of any
        other class); (y) split or subdivide the outstanding Common Stock; or
        (z) combine the outstanding Common Stock into a smaller number of
        shares, each share of Series F Convertible Preferred Stock outstanding
        at the time of the record date for such dividend or of the effective
        date of such split, subdivision or combination shall thereafter entitle
        the holder of such share of Series F Convertible Preferred Stock to
        receive the aggregate number and kind of shares which, if such share of
        Series F Convertible Preferred Stock had been converted immediately
        prior to such time, such holder would have owned or have become entitled
        to receive by virtue of such dividend, subdivision or combination.

                (ii) In the event of any capital reorganization of the
        Corporation, or of any reclassification of the Common Stock (other than
        a subdivision or combination of outstanding shares of Common Stock), or
        in case of the consolidation of the Corporation with or the merger of
        the Corporation with or into any other corporation or of the sale of the
        properties and assets of the Corporation as, or substantially as, an
        entirety to any other corporation, each share of Series F Convertible
        Preferred Stock shall after such capital reorganization,
        reclassification of Common Stock, consolidation, merger or sale be
        convertible upon the terms and conditions specified herein, for the
        number of shares of stock or other securities or assets to which a
        holder of the number of shares of Common Stock into which such share of
        Series F Convertible Preferred Stock shall be convertible (at the time
        of such capital reorganization, reclassification of Common Stock,
        consolidation, merger or sale) would have been entitled upon such
        capital reorganization, reclassification of Common Stock, consolidation,
        merger or sale;


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        and in any such case, if necessary, the provisions set forth herein with
        respect to the rights thereafter of the holders of the shares of Series
        F Convertible Preferred Stock shall be appropriately adjusted so as to
        be applicable, as nearly as may reasonably be, to any shares of stock or
        other securities or assets thereafter deliverable upon the conversion of
        the shares of Series F Convertible Preferred Stock.

        Section 15. Redemption of Series F Convertible Preferred Stock.

        (a) Redemption at Option of the Corporation. At any time after the date
of the initial issuance of shares of Series F Convertible Preferred Stock, the
Corporation may, at its sole option, redeem all or a portion of the Series F
Convertible Preferred Stock on any date that may be from time to time set by the
Board (the "Redemption Date") at a redemption price equal to the amount
initially paid for the shares of One Thousand Dollars ($1,000.00) per share plus
an amount per share equal to all dividends on the Series F Convertible Preferred
Stock accrued and unpaid on such shares, pro rata to the Redemption Date (the
"Redemption Price"). The Redemption Price shall be payable in cash.

        In the event that less than all of the then outstanding shares of Series
F Convertible Preferred Stock are redeemed at any one time, the Corporation
shall designate by lot, or in such other manner as the Board may determine, the
shares to be redeemed or shall effect such redemption pro rata. Notwithstanding
the foregoing, the Corporation shall not redeem less than all of the Series F
Convertible Preferred Stock at any time outstanding until all accrued but unpaid
dividends upon all Series F Convertible Preferred Stock then outstanding shall
have been paid.

        (b) Mechanics of Redemption. Notice by first class mail, postage
prepaid, shall be given to the holders of record of the Series F Convertible
Preferred Stock to be redeemed not more than sixty (60) nor less than thirty
(30) days prior to a Redemption Date. Such notice shall be addressed to such
shareholders at their last address as shown on the books of the Corporation.
Each such notice of redemption shall (a) specify the Redemption Date, the
Redemption Price and the place or places where payment will be made upon


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presentation and surrender of the Series F Convertible Preferred Stock; (b)
state that accrued but unpaid dividends to the Redemption Date will be paid on
the Redemption Date; and (c) state that on and after the Redemption Date,
dividends will cease to accrue on such shares.

        Any notice which is mailed as herein provided shall be conclusively
presumed to have been duly given, whether or not the holder of the Series F
Convertible Preferred Stock receives such notice. Failure to give such notice by
mail, or any defect in such notice, to the holders of any shares designated for
redemption shall not affect the validity of the proceedings for the redemption
of any other shares of Series F Convertible Preferred Stock. On or after the
Redemption Date, as stated in such notice, each holder of the shares called for
redemption shall surrender the certificate (or certificates) evidencing such
shares to the Corporation at the place designated in such notice and shall
thereupon be entitled to receive payment of the Redemption Price. In the case of
a redemption by the Corporation pursuant to Section 5(a), if fewer than all the
shares represented by any such surrendered certificate (or certificates) are
redeemed, a new certificate shall be issued representing the unredeemed shares.
If, on the Redemption Date, funds necessary for the redemption shall be
available therefor and shall have been irrevocably deposited or set aside, then,
notwithstanding that the certificates evidencing any shares are so called for
redemption shall not have been surrendered, (a) the dividends with respect to
the shares so called shall cease to accrue after the date fixed for redemption;
(b) the shares shall no longer be deemed outstanding; (c) the holders thereof
shall cease to be shareholders; and (d) all rights whatsoever with respect to
the shares so called for redemption (except the right of the holders to receive
the Redemption Price without interest upon surrender of their certificates
therefor) shall terminate. Any funds deposited by the Corporation pursuant to
the foregoing provision and unclaimed at the end of one (1) year from the
relevant Redemption Date shall, to the extent permitted by law, be returned to
the Corporation, after which the holders of shares of Series F Convertible
Preferred Stock so called for redemption shall look only to the Corporation for


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the payment thereof. Shares of Series F Convertible Preferred Stock redeemed by
the Corporation shall be restored to the status of authorized but unissued
shares of Preferred Stock of the Corporation, without designation as to series,
and may thereafter be reissued, but not as shares of Series F Convertible
Preferred Stock.

        Section 16. No Sinking Fund. The shares of Series F Convertible
Preferred Stock shall not be subject to the operation of a purchase, retirement,
or sinking fund.

        Section 17. Voting Rights. The holders of Series F Convertible Preferred
Stock will not have any voting rights except as set forth below or as otherwise
from time to time required by law. Whenever dividends on the Series F
Convertible Preferred Stock or any other class or series of Parity Dividend
Stock shall be in arrears in an amount equal to One Hundred Fifty Percent (150%)
of an annual dividend, the holders of the Series F Convertible Preferred Stock
(voting separately as a class with all other affected classes or series of the
Parity Dividend Stock upon which like voting rights have been conferred and are
exercisable) shall be entitled to vote for and elect two additional directors of
the Corporation. Such right of the holders of Series F Convertible Preferred
Stock to vote for the election of such directors may be exercised at an annual
meeting or at any special meeting called for such purpose as hereinafter
provided or at any adjournment thereof, until dividends in default on such
outstanding shares of Series F Convertible Preferred Stock shall have been paid
in full (or until such dividends shall have been declared and funds sufficient
therefor set apart for payment), at which time the term of office of the two
directors so elected shall automatically terminate (subject to revesting in the
event of each and every subsequent default of the character specified in the
preceding sentence). So long as such right to vote continues, the Secretary of
the Corporation may call, and upon the written request of the holders of record
of Ten Percent (10%) of the outstanding shares of Series F Convertible Preferred
Stock addressed to him at the principal office of the Corporation shall call, a
special meeting of the holders of such shares for the election of such
directors, as provided herein. Such meeting shall be held not less than
forty-five (45) nor more than ninety (90)


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days after the accrual of such right, at the place and upon the notice provided
by law and in the By-laws of the Corporation for the holding of shareholder
meetings. No such special meeting or adjournment thereof shall be held on a date
less than thirty (30) days before an annual meeting of shareholders or any
special meeting in lieu thereof, provided that such annual meeting appropriate
provisions are made to allow the holders of the Series F Convertible Preferred
Stock to exercise such right at such meeting. If at any such annual or special
meeting or any adjournment thereof the holders of a majority of the then
outstanding shares of Series F Convertible Preferred Stock entitled to vote in
such election shall be present or represented by proxy, then the authorized
number of directors of the Corporation shall be increased by two, and the
holders of Series F Convertible Preferred Stock shall be entitled to elect such
two additional directors. Directors so elected shall serve until the next annual
meeting or until their successors shall be duly elected and qualified, unless
the term of office of the persons so elected as directors shall have terminated
by virtue of the payment in full of all dividends in arrears or such dividends
shall have been declared and funds sufficient therefor set apart for payment. In
case of any vacancy occurring among the directors so elected by the holders of
Series F Convertible Preferred Stock, the remaining director who shall have been
so elected may appoint a successor to hold office for the unexpired term of the
director whose place is vacant, and such successor shall be deemed to have been
duly elected by the holders of Series F Convertible Preferred Stock. If both
directors so elected by the holders of Series F Convertible Preferred Stock
shall cease to serve as directors before their terms shall expire, the holders
of Series F Convertible Preferred Stock then outstanding and entitled to vote
for such directors may, at a special meeting of such holders called as provided
herein, elect successors to hold office for the unexpired terms of the directors
that such successors replaced.

        Without the consent or affirmative vote of the holders of at least a
majority of the outstanding shares of Series F Convertible Preferred Stock,
voting separately as a class, the Corporation shall not authorize, create or
issue any shares of any other class or series of


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capital stock ranking senior to or on a parity with the Series F Convertible
Preferred Stock as to dividends or upon liquidation.

        The affirmative vote or consent of the holders of at least a majority of
the outstanding shares of the Series F Convertible Preferred Stock, voting
separately as a class, will be required for any amendment, alteration or repeal,
whether by merger, consolidation or otherwise, of the Corporation's Articles of
Incorporation if the amendment, alteration or repeal materially and adversely
affects the powers, preferences or special rights of the Series F Convertible
Preferred Stock.

        Section 18. Outstanding Shares. For purposes hereof all shares of Series
F Convertible Preferred Stock shall be deemed outstanding except that, from a
Redemption Date pursuant to Section 6 hereof, all shares of Series F Convertible
Preferred Stock which have been so called for redemption under Section 6 shall
not be deemed to be outstanding, if funds or shares necessary for the redemption
of such shares are available.

                                    ARTICLE 3

        The Articles of Incorporation of the Corporation are hereby amended to
provide for the cancellation of the 100,000 authorized but unissued shares of
Series A Preferred Stock, the 100,000 authorized but unissued shares of Series B
Convertible Preferred Stock and the 100,000 authorized but unissued shares of
Series C Convertible Preferred Stock by deleting in their entirety the sections
of Article 2 of the Articles entitled "SERIES A PREFERRED STOCK", "SERIES B
CONVERTIBLE PREFERRED STOCK" and "SERIES C CONVERTIBLE PREFERRED STOCK".

                                    ARTICLE 4

        These amendments were duly adopted by the Board of Directors by
unanimous consent effective as of November 17, 2003. Shareholder approval was
not required pursuant to Section 14-2-1002 of the Georgia Business Corporation
Code.


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        IN WITNESS WHEREOF, BULL RUN CORPORATION has caused its duly authorized
officer to execute these Articles of Amendment as of this 26th day of November,
2003.

                                                   BULL RUN CORPORATION

                                                   /s/ ROBERT S. PRATHER, JR.
                                                   Robert S. Prather, Jr.
                                                   President



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