EXHIBIT 3.38

                               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 THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
FORMATION OF "RADIO ONE OF INDIANA, LLC", FILED IN THIS OFFICE ON THE TWENTIETH
DAY OF NOVEMBER, A. D. 2001, AT 9 O'CLOCK A.M.

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

3448932 8100                                             AUTHENTICATION: 1456963

010588774                                                         DATE: 11-20-01



                                STATE OF DELAWARE
                            LIMITED LIABILITY COMPANY
                            CERTIFICATE OF FORMATION

- -     First: The name of the limited liability company is Radio One of Indiana,
      LLC.

- -     SECOND: The address of its registered office in the State of Deleware is
      2711 Centerville Road, Suite 400, Wilmington, DE 19808, The name of its
      Registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation
of Radio One of Indiana, LLC this 20th day of November, 2001.

                                                /s/ Donna McClurkin-Fletcher
                                                -------------------------------
                                                Donna McClurkin-Fletcher
                                                Authorized Person

                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 11/20/2001
                                                          010588774 - 3448932