EXHIBIT 3.28

             [Restated electronically for SEC filing purposes only]

                        RESTATED CHARTER OF INCORPORATION
                                       OF
                           OPRYLAND PRODUCTIONS, INC.

The undersigned natural persons, having capacity to contract and acting as the
incorporators of a corporation under the Tennessee General Corporation Act,
adopt the following charter for such corporation:

      1.    The name of the corporation is OPRYLAND PRODUCTIONS, INC.

      2.    The duration of the corporation is perpetual.

      3.    The address of the principal office of the corporation in the State
of Tennessee shall be 2800 Opryland Drive, Nashville, Tennessee 37214, County of
Davidson.

      4.    The corporation is for profit.

      5.    The purpose or purposes for which the corporation is organized are:
To conduct a talent management and booking agency, other activities incident
thereto, and any and all other businesses not forbidden by law.

      6.    The maximum number of shares which the corporation shall have the
authority to issue is one hundred (100) shares of common stock, with a par value
of One Hundred and no/100 Dollars ($100.00) per share.

      7.    The corporation will not commence business until consideration of
One Thousand and no/100 Dollars ($1,000.00) has been received for the issuance
of its shares.

      8.    Other Provisions:

            (A)   The By-Laws of the corporation shall be as adopted by the
      Directors.

            (B)   All voting rights shall be vested in the common stock with
      each share being entitled to one (1) vote.

            (C)   It shall not be necessary, as a qualification for holding the
      position of an officer or director of this corporation, that such person
      be a stockholder thereof.

            (D)   The corporation shall be vested with all powers and rights
      necessary to carry out the purposes of the corporation, as set forth in
      Paragraph 5 hereof.

            (E)   The corporation may purchase or otherwise acquire shares of
      its own capital stock, insofar as may be permitted by law, and its bonds,
      debentures, notes, scrip, or other securities or evidences of
      indebtedness, and may guarantee, hold, sell, transfer, or reissue the
      same.

            (F)   Authority is hereby expressly vested in the Board of Directors
      to issue bonds, debentures, or obligations of this corporation and to fix
      all of the terms thereof, including without limitation the interest to the
      paid thereon, the convertibility or nonconvertibility thereof, and other
      provisions with regard thereto.

            (G)   Indemnification for directors, officers, employees, and agents
      of the corporation may be provided either directly or through the purchase
      of insurance, by the corporation from time to time to the fullest extent
      and in the manner permitted by law.

            (H)   No preemptive rights, as described in Section 48-713 of the
      Tennessee General Corporation Act, shall attach to any shares of stock of
      the corporation.

            (I)   Whenever required or permitted by law, by the provisions of
      this Charter of Incorporation, or by the Bylaws of the corporation to take
      any action by vote, the Board of Directors is empowered to take such
      action without a meeting upon written consent, setting forth the action so
      taken, signed by all of the Directors entitled to vote thereon.

            DATED this 11th day of October, 1978.

                                         /s/ Francis M. Wentworth, Jr.
                                        ----------------------------------------
                                         Francis M. Wentworth, Jr., Incorporator
                                         2520 National Life Center
                                         Nashville, Tennessee 37250

                                         /s/ James R. Tuck
                                        ----------------------------------------
                                         James R. Tuck, Incorporator
                                         2520 National Life Center
                                         Nashville, Tennessee 37250