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                                                                     EXHIBIT 3.2


                              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 are hereby amended to
provide for the establishment and designation of Series D Convertible Preferred
Stock and to fix and determine the relative rights and preferences thereof by
adding the following to the end of Article Two, as amended:

                      SERIES D CONVERTIBLE PREFERRED STOCK

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

         Section 2. Rank. All Series D Convertible Preferred Stock shall rank,
as to payment of dividends and as to distribution of assets upon liquidation,
dissolution, or winding up of the

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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.

         Section 3. Dividends and Distributions. The holders of shares of Series
D Convertible Preferred Stock shall be entitled to receive, when, as and if
declared by 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 without interest from the date of
initial issuance; provided, however, that:

                  (a) dividends on the shares of Series D Convertible Preferred
Stock issued in consideration for the exchange and cancellation of any
promissory note previously executed by the Corporation shall accrue from and
after the date of the interest payment made pursuant to such promissory note
that most recently precedes the issuance of such shares of Series D Convertible
Preferred Stock or, if no such interest payment has been made, from the
execution date of such promissory note (each such date a "Dividend Accrual Start
Date"); and

                  (b) dividends on the shares of Series D Convertible Preferred
Stock issued in consideration for the exchange and cancellation of any shares of
the Corporation's Series B Convertible Preferred Stock or Series C Convertible
Preferred Stock shall accrue from and after the date of the dividend payment
made to the holder of such shares that most recently precedes the issuance of
such shares of Series D Convertible Preferred Stock or, if no such dividend
payment has been made to such holder, from the date such shares were issued
(each such date also a "Dividend Accrual Start Date").

         Dividends accrued pursuant to Section 3 shall be payable as follows:
(a) from the date of initial issuance of the Series D Convertible Preferred
Stock or, if applicable, the Dividend Accrual Start Date until the day two (2)
years after such date 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

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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 average Nasdaq closing price for the
twenty (20) trading days immediately preceding each dividend payment date.

         Dividends shall be paid annually each year on June 30th (the "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 payment date shall be on June 30, 2003.

         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 D 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 D 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 D 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 D 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

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Corporation's capital stock ranking, as to dividends, on a parity with the
Series D 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 D Convertible
Preferred Stock. No full dividends shall be paid or declared and set apart for
payment on the Series D 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
periods terminating on or prior to the date of payment of such full dividends.
When dividends are not paid in full upon the Series D Convertible Preferred
Stock and the Parity Dividend Stock, all dividends paid or declared and set
apart for payment upon shares of Series D 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 D 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 D 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 4. Liquidation Preference. In the event of a liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of Series D 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 D Convertible Preferred Stock (collectively, the "Junior Liquidation
Stock"); provided, however, that the holders of Series D Convertible Preferred
Stock

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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 D
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 Corporation available for distribution shall be distributed
ratably among the holders of the Series D Convertible Preferred Stock and any
other class or series of the Corporation's capital stock having parity as to
liquidation rights with the Series D 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 D 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 5. Conversion Terms.

         (a) Conversion Right. On or after the day two (2) years after the date
of initial issuance of the Series D Convertible Preferred Stock or, if
applicable, a Dividend Accrual Start Date (the "Conversion Date"), but at no
time before that date, subject to the provisions for adjustment hereinafter set
forth, each single share of Series D Convertible Preferred Stock shall be
convertible at any time at the option of the holder thereof into one hundred
(100) fully paid and non-assessable shares of Common Stock.

         (b) Mechanics of Conversion. The holder of any shares of Series D
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 D 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 D 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 D 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 D Convertible Preferred Stock to
         receive the aggregate number and kind of shares which, if such share of
         Series D 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 D
         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 D 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; 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

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         Series D 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 D Convertible Preferred Stock.

         Section 6. Redemption of Series D Convertible Preferred Stock.

         (a) Redemption at Option of the Corporation. At any time after the date
of the initial issuance of shares of Series D Convertible Preferred Stock, the
Corporation may, at its sole option, redeem all or a portion of the Series D
Convertible Preferred Stock on any date that may be from time to time set by the
Board (the "Redemption Date") at a redemption price of One Thousand Dollars
($1,000.00) per share plus an amount per share equal to all dividends on the
Series D 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 D 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 D Convertible Preferred Stock at any time outstanding until all
accrued but unpaid dividends upon all Series D 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 D 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
presentation and surrender of the Series D 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.

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         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 D
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 D 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 D Convertible
Preferred Stock so called for redemption shall look only to the Corporation for
the payment thereof. Shares of Series D 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 D Convertible
Preferred Stock.

         Section 7. No Sinking Fund. The shares of Series D Convertible
Preferred Stock shall not be subject to the operation of a purchase, retirement,
or sinking fund.

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         Section 8. Voting Rights. The holders of Series D 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 D
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 D 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 D 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 D 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 D 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) 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 D 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 D Convertible Preferred
Stock entitled to vote in such election shall be present or represented by

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proxy, then the authorized number of directors of the Corporation shall be
increased by two, and the holders of Series D 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 D 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 D Convertible Preferred Stock. If both directors so elected by
the holders of Series D Convertible Preferred Stock shall cease to serve as
directors before their terms shall expire, the holders of Series D 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 D 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 capital stock ranking senior to
or on a parity with the Series D 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 D 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 D Convertible
Preferred Stock.

         Section 9. Outstanding Shares. For purposes hereof all shares of Series
D Convertible Preferred Stock shall be deemed outstanding except that, from a
Redemption Date

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pursuant to Section 5 hereof, all shares of Series D Convertible Preferred Stock
which have been so 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.

                                    Article 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 May 30, 2003. Shareholder approval was not required pursuant to Section
14-2-602 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 30th day of May, 2003.

                                                   BULL RUN CORPORATION

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









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