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                                   EXHIBIT 3.2

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                             FILED NOVEMBER 9, 2001



                              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:

                                       1.

         The name of the Corporation is Bull Run Corporation.

                                       2.

         The Articles of Incorporation of the Corporation are hereby amended to
provide for the establishment and designation of Series A Preferred Stock and to
fix and determine the relative rights and preferences thereof by adding the
following to the end of Article Two:

                            SERIES A PREFERRED STOCK

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Preferred Stock" and the number of shares constituting
the Series A Preferred Stock, par value $0.01 per share, shall be 100,000. If
and to the extent that further shares are needed in order to pay dividends in
shares of Series A Preferred Stock as provided for in Section 3 hereof, the
Board of Directors of the Corporation will authorize additional shares of Series
A Preferred Stock so that at all times, so long as Series A Preferred Stock is
outstanding, there will be a sufficient number of Series A Preferred Stock
authorized and reserved to pay dividends as provided for in Section 3 hereof in
shares of Series A Preferred Stock for the next year.

         Section 2. Rank. All Series A 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, (i) on a parity
with any shares of preferred


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stock of the Corporation now or hereafter designated and issued by the
Corporation and (ii) senior to the Common Stock, par value $0.01 per share, of
the Corporation now or hereafter issued.

         Section 3. Dividends and Distributions. The holders of shares of Series
A Preferred Stock shall be entitled to receive, when, as, and if declared by the
Board of Directors of the Corporation (the "Board of Directors" or the "Board")
out of funds legally available for such purposes, dividends at the rate of
$90.00 per annum per share, which shall be fully cumulative, shall accrue
without interest from the date of original issuance and shall be payable as
follows: (a) from the date of initial issuance of the Series A Preferred Stock
until June 30, 2003, in cash or in additional shares (whether whole or
fractional) of Series A Preferred Stock at the Corporation's option and (b)
thereafter, in cash or in additional shares (whether whole or fractional) of
Series A Preferred Stock at the holder's option, upon written notice delivered
to the Corporation at least 30 days prior to the dividend payment date (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 option of the Corporation).
For purposes of determining the number of additional shares (or fraction
thereof) of Series A Preferred Stock to be issued as payment of a dividend,
Series A Preferred Stock shall be valued at $1,000.00 per whole share. Dividends
shall be paid annually each year on June 30th (except that if such date is a
Saturday, Sunday, or legal holiday, then such dividend 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.

         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 A 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


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of Junior Dividend Stock unless and until all accrued and unpaid dividends on
the Series A 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 A 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 A 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 A 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 A Preferred Stock. No full dividends shall be paid or declared and set
apart for payment on the Series A 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
periods terminating on or prior to the date of payment of such full dividends.
When dividends are not paid in full upon the Series A Preferred Stock and the
Parity Dividend Stock, all dividends paid or declared and set apart for payment
upon shares of Series A 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 A
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 A 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.


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         Section 4. Liquidation Preference. In the event of a liquidation,
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
the holders of Series A 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 $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 A Preferred Stock
(collectively, the "Junior Liquidation Stock"); provided, however, that the
holders of Series A 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 A Preferred Stock (the "Senior Liquidation
Stock") are fully met. After the liquidation preferences of the Senior
Liquidation Stock are fully met, the entire assets of the Corporation available
for distribution shall be distributed ratably among the holders of the Series A
Preferred Stock and any other class or series of the Corporation's capital stock
having parity as to liquidation rights with the Series A 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 A 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 or 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.

         Section 5. Redemption of Series A Preferred Stock.

         (a) Redemption at Option of the Corporation. At any time after the date
of the initial issuance of shares of Series A Preferred Stock, the Corporation
may, at its option,


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redeem all or from time to time a portion of the Series A Preferred Stock on any
date set by the Board of Directors (the "Redemption Date") at a redemption price
of $1,000.00 per share plus an amount per share equal to all dividends on the
Series A Preferred Stock accrued and unpaid on such share, pro rata to the date
fixed for redemption (the "Redemption Price"). The Redemption Price shall be
payable in cash.

         In case of the redemption of less than all of the then outstanding
Series A Preferred Stock, the Corporation shall designate by lot, or in such
other manner as the Board of Directors 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 A Preferred Stock at
any time outstanding until all accrued but unpaid dividends upon all Series A
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 A Preferred Stock
to be redeemed not more than 60 nor less than 30 days prior to a Redemption
Date. 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
specify the Redemption Date, the Redemption Price, the place or places where
payment will be made upon presentation and surrender of the Series A Preferred
Stock, that accrued but unpaid dividends to the Redemption Date will be paid on
the Redemption Date, and 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 A
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 A 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


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place designated in such notice and shall thereupon be entitled to receive
payment of the Redemption Price. In the case of an 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, the dividends with respect to the shares so called shall cease to
accrue after the date fixed for redemption, the shares shall no longer be deemed
outstanding, the holders thereof shall cease to be shareholders, and 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 money deposited by the
Corporation pursuant to the foregoing provision and unclaimed at the end of one
year from the date fixed for redemption shall, to the extent permitted by law,
be returned to the Corporation, after which the holders of shares of Series A
Preferred Stock so called for redemption shall look only to the Corporation for
the payment thereof. Shares of Series A 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 A Preferred Stock.

         Section 6. No Sinking Fund. The shares of Series A Preferred Stock
shall not be subject to the operation of a purchase, retirement, or sinking
fund.

         Section 7. Voting Rights. The holders of Series A 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 A Preferred Stock or
any other class or series of Parity Dividend Stock shall be in arrears in an
amount equal to 150% of an annual dividend, the holders of the Series A
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


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been conferred and are exercisable) will be entitled to vote for and elect two
additional directors. Such right of the holders of Series A Preferred Stock to
vote for the election of such two 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 A Preferred Stock shall have been paid in full (or
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 terminate automatically (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 10% of the
outstanding shares of Series A 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 two directors, as provided herein. Such meeting
shall be held not less than 45 nor more than 90 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 meetings of shareholders. No such special
meeting or adjournment thereof shall be held on a date less than 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 A 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 A 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 A 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 elected and shall qualify, 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

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therefor set apart for payment. In case of any vacancy occurring among the
directors so elected by the holders of Series A 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 elected by the holders of Series A Preferred Stock.
If both directors so elected by the holders of Series A Preferred Stock shall
cease to serve as directors before their terms shall expire, the holders of
Series A Preferred Stock then outstanding and entitled to vote for such
directors may, at a special meeting of such holders called as provided above,
elect successors to hold office for the unexpired terms of the directors whose
places are vacant.

         Without the consent or affirmative vote of the holders of at least a
majority of the outstanding shares of Series A Preferred Stock, voting
separately as a class, the Corporation shall not authorize, create, or issue any
shares of any other class or series of capital stock ranking senior to or on a
parity with the Series A 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 A 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 A Preferred
Stock; provided, however, that any increase in the authorized Preferred Stock of
the Corporation or the creation and issuance of any other capital stock of the
Corporation ranking senior to, on a parity with, or junior to the Series A
Preferred Stock shall not be deemed to affect materially and adversely such
powers, preferences, or special rights.

         Section 8. Outstanding Shares. For purposes hereof all shares of Series
A Preferred Stock shall be deemed outstanding except that, from the date fixed
for redemption pursuant to Section 5 hereof, all shares of Series A Preferred
Stock which have been so


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called for redemption under Section 5 shall not be deemed to be outstanding, if
funds or shares necessary for the redemption of such shares are available.

                                       3.

         The proposed amendment of the Articles of Incorporation as set forth in
paragraph 2 hereinabove was adopted by the Board of Directors of the Corporation
on November 7, 2001. Shareholders' approval was not required pursuant to Section
14-2-1002 of the Georgia Business Corporation Code.

         IN WITNESS WHEREOF, BULL RUN CORPORATION has caused its duly authorized
officer to execute these Articles of Amendment as of this 9th day of November,
2001.

                                           BULL RUN CORPORATION

                                           By:  /s/ HILTON H. HOWELL, JR.
                                                -----------------------------
                                           Title:  Vice President, Secretary
                                                   --------------------------

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