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                                                                   EXHIBIT 3.3.1

                            ARTICLES OF INCORPORATION
                                       OF
                                 BUD HITS, INC.

         The undersigned, acting as incorporator of BUD HITS, INC., under the
Florida Business Corporation Act, adopts the following Articles of
Incorporation.

                                 ARTICLE I. NAME

         The name of the corporation is:

                                 BUD HITS, INC.


                               ARTICLE II. ADDRESS

         The mailing address of the corporation is:

                            601 Clearwater Park Road
                       West Palm Beach, Florida 33401-6233

                     ARTICLE III. COMMENCEMENT OF EXISTENCE

         The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.


                               ARTICLE IV. PURPOSE

         The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

                          ARTICLE V. AUTHORIZED SHARES

         The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.


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                 ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

         The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401-6233, and the name
of the corporation's initial registered agent at that address is William L.
Watson, Esq.

                     ARTICLE VII. INITIAL BOARD OF DIRECTORS

         The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:

     NAME                              ADDRESS
     ----                              -------

     Lowell W. Paxson                  601 Clearwater Park Road
                                       West Palm Beach, Florida  33401-6233


                           ARTICLE VIII. INCORPORATOR

               The name and street address of the incorporator is:

     NAME                              ADDRESS
     ----                              -------

     William L. Watson, Esq.           601 Clearwater Park Road
                                       West Palm Beach, Florida  33401-6233

                  The incorporator of the corporation assigns to this
corporation his rights under Section 607.0201, Florida Statutes, to constitute a
corporation, and he assigns to those persons designated by the board of
directors any rights he may have as incorporator to acquire any of the capital
stock of this corporation, this assignment becoming effective on the date
corporate existence begins.

                               ARTICLE IX. BYLAWS

                  The power to adopt, alter, amend, or repeal bylaws shall be
vested in the board of directors and the shareholders, except that the board of
directors may not amend or repeal any bylaw adopted by the shareholders if the
shareholders specifically provide that the bylaw is not subject to amendment or
repeal by the directors.



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                              ARTICLE X. AMENDMENTS

                  The corporation reserves the right to amend, alter, change, or
repeal any provision in these Articles of Incorporation in the manner prescribed
by law, and all rights conferred on shareholders are subject to this
reservation.

                  The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this ______ day of April, 1999.



                                           -------------------------------------
                                           William L. Watson, Esq., Incorporator





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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

         Pursuant to Chapter 48.091, Florida Statutes, the following is
submitted:

         That BUD HITS, INC., desiring to organize under the laws of the State
of Florida with its initial registered office, as indicated in the Articles of
Incorporation, at 601 Clearwater Park Road, City West Palm Beach, State of
Florida, has named William L. Watson, Esq. as its agent to accept service of
process within this state.

ACKNOWLEDGMENT:

         Having been named to accept service of process for the corporation
named above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.

                                           -------------------------------------
                                             William L. Watson, Registered Agent



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