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                                                                     EXHIBIT 3.5

                          CERTIFICATE OF INCORPORATION
                                       OF
                                 AIRWAVES, INC.

         The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code, and
the acts amendatory thereof and supplemental thereto, and known, identified,
and referred to as the "General Corporation Law of the State of Delaware"),
hereby certifies that:

                                ARTICLE 1. NAME

         The name of this corporation is Airwaves, Inc.

                     ARTICLE 2. REGISTERED AGENT AND OFFICE

         The address of the initial registered office of this corporation is
Suite L-100, 32 Loockerman Square, City of Dover, County of Kent, Delaware,
19904; and the name of the registered agent of the corporation in the State of
Delaware is The Prentice-Hall Corporation System, Inc.

                               ARTICLE 3. PURPOSE

         The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law (the "DGCL").

                               ARTICLE 4. SHARES

         The total number of shares of stock which the corporation shall have
the authority to issue is 1,000. The par value of each such shares is $.01. All
such shares are of one class and are shares of Common Stock.
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                            ARTICLE 5. INCORPORATOR

         The name and address of the incorporator are as follows:

         Gayle C. Toney, c/o LIN Broadcasting Corporation, 5295 Carillon Point,
         Kirkland, WA 98033

                               ARTICLE 6. BY-LAWS

         The Board of Directors shall have the power to adopt, amend or repeal
the By-laws of this corporation; provided, however, that the Board of Directors
may not repeal or amend any By-law that the stockholders have expressly
provided may not be amended or repealed by the Board of Directors. The
stockholders shall also have the power to adopt, amend or repeal the By-laws.

                         ARTICLE 7. BOARD OF DIRECTORS

         The number of Directors of this corporation shall be determined in the
manner provided by the By-laws and may be increased or decreased from time to
time in the manner provided therein. Written ballots are not required in the
election of Directors.

                          ARTICLE 8. PREEMPTIVE RIGHTS

         Preemptive rights shall not exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.

                          ARTICLE 9. CUMULATIVE VOTING

         The right to cumulate votes in the election of Directors shall not
exist with respect to shares of stock of this corporation.


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                    ARTICLE 10. AMENDMENTS TO CERTIFICATE OF
                                 INCORPORATION

         This corporation reserves the right to amend or repeal any of the
provisions contained in this Certificate of Incorporation in any manner now or
hereafter permitted by law, and the rights of the stockholders of this
corporation are granted subject to this reservation.

                  ARTICLE 11. LIMITATION OF DIRECTOR LIABILITY

         To the full extent that the DGCL, as it exists on the date hereof or
may hereafter be amended, permits the limitation or elimination of the
liability of directors, a director of this corporation shall not be liable to
this corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any amendment to or repeal of this Article 11
shall not adversely affect any right or protection of a director of this
corporation for or with respect to any acts of omissions of such director
occurring prior to such amendment or repeal. In addition to any requirements or
any other provisions herein or in the terms of any class or series of capital
stock having a preference over the common stock of this corporation as to
dividends or upon liquidation (and notwithstanding that a lesser percentage may
be specified by law), the affirmative vote of the holders of 80% or more of the
voting power of the outstanding voting stock of this corporation, voting
together as a single class, shall be required to amend, alter or repeal any
provision of this Article 11.

         Signed on June 20, 1995.

                                       
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                                             Gayle C. Toney, Incorporator



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