EXHIBIT 3.17

                                STATE OF DELAWARE
                                                                  PAGE 1
                        OFFICE OF THE SECRETARY OF STATE

      I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF CONVERSION OF A DELAWARE CORPORATION UNDER THE NAME OF "RADIO ONE OF AUGUSTA,
INC." TO A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM "RADIO ONE
OF AUGUSTA, INC." TO "RADIO ONE OF AUGUSTA, LLC", FILED IN THIS OFFICE ON THE
TWENTIETH DAY OF DECEMBER, A.D. 2001, AT 9 O'CLOCK A.M.

      AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF CONVERSION IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2001.

                                   /s/ Harriet Smith Windsor
                          [SEAL]   -----------------------------------------
                                   HARRIET SMITH WINDSOR, SECRETARY OF STATE

3232492 8100V                          AUTHENTICATION: 1522697

010660187                                        DATE: 12-21-01



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 12/20/2001
                                                          010660187 - 3232492

                                STATE OF DELAWARE
                           CERTIFICATE OF CONVERSION
                              FROM A CORPORATION TO
                          A LIMITED LIABILITY COMPANY
                               PURSUANT TO SECTION
                           266 OF THE DELAWARE GENERAL
                                CORPORATION LAW.

1.) The name of the corporation immediately prior to filing this Certificate is
Radio One of Augusta, Inc.

2.) The date the Certificate of Incorporation was filed on is August 22, 2000.

3.) The original name of the corporation as set forth in the Certificate of
Incorporation is Radio One of Augusta, Inc.

4.) The name of the limited liability company as set forth in the formation is
Radio One of Augusta, LLC.

5.) The conversion has been approved in accordance with the provisions of
Section 266.

6.) This Certificate of Conversion shall be effective on December 31, 2001

                                   Radio One of Augusta, Inc.

                                   By: /s/ Linda J. Eckard Vilardo
                                       -----------------------------------
                                       Authorized Officer

                                   Name: LINDA J. ECKARD VILARDO
                                       -----------------------------------
                                               Vice President
[ILLEGIBLE]