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                                                                     EXHIBIT 3.1


                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                              BULL RUN CORPORATION


         Pursuant to Section 14-2-1006 of the Georgia Business Corporation Code,
the Articles of Amendment amending the Articles of Incorporation of Bull Run
Corporation, filed with the Secretary of State of the State of Georgia to be
effective on May 13, 2003 are as follows:

                                       I.

         The name of the corporation is Bull Run Corporation (hereinafter called
the "Corporation").

                                      II.

         The Articles of Incorporation of the Corporation are hereby amended by
deleting in its entirety the first paragraph of Article Two thereof and
substituting in lieu of said paragraph the following new paragraph:

                                Authorized Shares
                                -----------------

                  The total number of shares of all classes which the
         Corporation has authority to issue is Thirty million (30,000,000)
         shares of capital stock, of which Twenty-Five million (25,000,000)
         shares shall be common stock with a par value of $0.01 (the "Common
         Stock") and Five million (5,000,000) shares shall be preferred with a
         par value of $0.01 (the "Preferred Stock"). Effective at the time of
         filing these Articles of Amendment to the Articles of Incorporation
         with the Secretary of State of the State of Georgia, each Ten (10)
         shares of the Corporation's Common Stock issued and outstanding shall,
         automatically and without any action on the part of the respective
         holders thereof, be converted into one share of Common Stock of the
         Corporation (the "Reverse Split"). No fractional shares shall be
         issued, and, in lieu thereof, the Corporation shall arrange for
         disposition of fractional shares for account of the shareholders by
         payment in cash the fair value of fractions of a share. From and after
         the filing of these Articles of Amendment, the amount of capital
         represented by the shares of Common Stock which remain issued and
         outstanding after the Reverse Split shall be the same as the amount of
         capital represented by the shares of Common Stock issued and
         outstanding immediately prior to the Reverse Split, until thereafter
         reduced or increased in accordance with applicable law.

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                                      III.

         These Amendments were duly adopted by the Board of Directors and were
approved by the Shareholders on February 13, 2003, in accordance with the
provisions of Section 14-2-1003 of the Georgia Business Corporation Code.

         IN WITNESS WHEREOF, the corporation has caused these Articles of
Amendment to be executed by its duly authorized officer on this the 12th day of
May, 2003.

                                                   BULL RUN CORPORATION

                                                   /s/ ROBERT S. PRATHER, JR.
                                                   -----------------------------
                                                   Name: Robert S. Prather, Jr.
                                                   Title: President










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