Exhibit 3.2
Form 10-KSB
Viking Systems, Inc.
File No. 000-49636

                         CERTIFICATE OF AMENDMENT TO
                          ARTICLES OF INCORPORATION

           DESIGNATING VOTING POWERS, PREFERENCES, RIGHTS AND LIMITATIONS
                                      OF
                          SERIES "A" PREFERRED STOCK
                                      OF
                             VIKING SYSTEMS, INC.
                              -------------------

         $0.08 STATED VALUE AND $0.08 LIQUIDATION PREFERENCE PER SHARE

     Authority is expressly granted to the Board of Directors of Viking Systems,
Inc., (the "Company"), at any time and from time to time, to issue the preferred
shares  of  the  Company  in one or  more  series  with  such  designations  and
characteristics as determined by the Board of Directors. The President/Secretary
of the Company does hereby  certify that,  pursuant to authority  conferred upon
the Board of Directors by the Company's  Articles of Incorporation  and pursuant
to the  provisions  of  Section  78.195  of the  Nevada  Revised  Statutes,  the
Company's Board of Directors, pursuant to unanimous written consent in lieu of a
meeting  dated  December 18, 2003,  duly adopted a resolution  providing for the
designation of a series of preferred stock consisting of 5,000,000 shares of the
Company's  preferred  stock to be known as  Series  "A"  Preferred  Stock.  Such
resolution is as follows:

     RESOLVED,  that there is hereby  established  a Series of  Preferred  Stock
having the relative rights and preferences that are set forth below.

                                   ARTICLE I

     Section 101. Designation.  This series of Preferred Stock shall be known as
the "Series  "A"  Preferred  Stock,"  par value $.001 per share (the  "Preferred
Stock").  The Preferred  Stock shall consist of 5,000,000  shares,  which number
shall not be increased but may be decreased  (but not below the number of shares
of  Preferred  Stock  then  outstanding)  from time to time by a  resolution  or
resolutions of the Board of Directors. Shares of Preferred Stock redeemed by the
Company or  converted  into Common  Stock shall be canceled  and shall revert to
authorized  but unissued  shares of preferred  stock  designated as to series or
class upon compliance with the applicable provisions of law.

     Section 102.  Ranking.  The Preferred Stock shall rank senior to the Common
Stock  as to the  payment  of  dividends  and  the  distribution  of  assets  on
liquidation,  dissolution  and  winding up of the affairs of the  Company.  Each
share of  Preferred  Stock  shall rank on a parity  with or senior to each other
series of preferred stock,  other than any Junior Stock,  which may be hereafter

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issued by the Company in the payment of  dividends  and in the  distribution  of
assets on any liquidation, dissolution or winding up of the Company.

     Section 103.  Definitions.  As used herein with respect to Preferred Stock,
the following terms shall have the following meanings:

          (a) the term "Junior  Stock" shall mean the Common Stock and any other
     class or series of stock of the Company hereafter authorized or issued over
     which  Preferred  Stock has  preference  or  priority in (i) the payment of
     dividends  and  (ii)  the   distribution  of  assets  on  any  liquidation,
     dissolution or winding up of the Company.

          (b) the term "Common  Stock" shall mean the class of stock  designated
     as the common stock,  par value $.001 per share, of the Company at the date
     of the adoption of this  resolution  or any other class of stock  resulting
     from successive changes or reclassifications of such common stock.

                                  ARTICLE II

     Section  201.  No  Dividends.  No  dividends  shall  accrue on the Series A
Preferred Stock.

                                  ARTICLE III

     Section 301.  Liquidation Preference ($0.08 per share).

          (a)  In  the  event  of  any  voluntary  or  involuntary  liquidation,
     dissolution or winding up of the Company,  then, before any distribution or
     payment  shall be made to the holders of any Junior  Stock,  the holders of
     Preferred  Stock shall be  entitled  to be paid in full an amount  equal to
     $0.08 per  share,  together  with  accrued  and  unpaid  dividends  and any
     accumulated  dividends to such distribution or payment date, whether earned
     or declared.

          (b)  If,  upon  any  liquidation,  dissolution  or  winding  up of the
     Company, such payment referred to in Section 301(a) shall have been made in
     full to holders of Preferred  Stock,  the remaining assets and funds of the
     Company  shall be  distributed  among  the  holders  of the  Junior  Stock,
     according  to their  respective  rights  and  preferences  and in each case
     according to their respective shares. If, upon any liquidation, dissolution
     or winding up of the Company,  such payment  referred to in Section  301(a)
     shall not have been made in full to the holders of all  outstanding  shares
     of Preferred Stock, the holders of Preferred Stock and all other classes or
     series  of stock  of the  Company  ranking  on a  parity  therewith  in the
     distribution of assets,  shall share ratably in any  distribution of assets
     in  proportion  to the  full  amounts  to which  they  would  otherwise  be
     respectively  entitled.  Neither  the  consolidation  nor the merger of the
     Company  with  or  into  any  other  corporation  or  corporations,  nor  a
     reorganization of the Company alone, nor the sale or transfer of all or any
     part of its assets,  shall be deemed a liquidation,  dissolution or winding
     up of the Company within the meaning of this Section 301.

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     Section 302.  Notice of  Liquidation.  Written  notice of any  voluntary or
involuntary  dissolution,  liquidation  or  winding  up of  the  affairs  of the
Company,  stating a payment date and the place where the  distributable  amounts
shall be payable and  containing a statement  of or reference to the  conversion
right set forth in Section  501 shall be given by the  Company to the holders or
holders of the Preferred Stock.


                                  ARTICLE IV

     Section  401. No  Redemption.  Shares of Series A  Preferred  Stock are not
redeemable by the Company.

                                   ARTICLE V

     Section 501.  Conversion.

          (a)  Conversion  Ratio.  Subject  to  and  upon  compliance  with  the
     provisions  of this Section 501, at the option of the holder  thereof,  any
     share of the  Preferred  Stock may be  converted  at any time by the holder
     thereof into four (4) shares of common  stock.  Not  withstanding  anything
     else contained herein to the contrary, the Series A Preferred Stock may not
     be  converted  into  common  stock until the unless the number of shares of
     common  stock  authorized  is  sufficient  for  issuance of common stock in
     connection with such conversion.

          (b) Conversion  Procedure.  To convert shares of Preferred  Stock into
     Common  Stock,  the holder  thereof  shall  surrender  at the office of any
     transfer agent for the Preferred  Stock (or, if there be no transfer agent,
     at the principal  office of the Company) the  certificate  or  certificates
     therefor, duly endorsed or assigned to the Company, and give written notice
     to the Company that such holder elects to convert such shares.  Such notice
     of conversion  shall specify (i) the number of shares of Preferred Stock to
     be  converted  and the  name or  names  in which  such  holder  wishes  the
     certificate  or  certificates  for  Common  Stock  and  for any  shares  of
     Preferred  Stock not be so  converted  to be issued and (ii) the address to
     which such holder wishes delivery to be made of such new certificates to be
     issued upon such conversion.

     Shares  of  Preferred   Stock  shall  be  deemed  to  have  been  converted
immediately  prior to the close of business on the day of the  surrender of such
shares for  conversion in  accordance  with the  foregoing  provisions,  and the
person or persons  entitled to receive the Common Stock issuable upon conversion
shall  thereupon be treated for all purposes as the record  holder or holders of
the Common Stock.  As promptly as practicable  on or after the conversion  date,
the Company shall issue and shall deliver a certificate or certificates  for the
number of full shares of Common Stock  issuable upon  conversion,  together with
payment in lieu of any fractional share, as hereinafter  provided, to the person
or persons entitled to receive the same. In the event that there shall have been
surrendered  a  certificate  or  certificates  representing  shares of Preferred
Stock,  only part of which are to be  converted,  the  Company  shall  issue and
deliver  to  such  holder  or  such  holder's  designee  a  new  certificate  or
certificates  representing  the number of shares of Preferred  Stock which shall
not have been converted.

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      Section 502. Adjustment of Conversion Ratio. The Conversion Ratio in
effect at any time and the number and kind of securities purchasable upon the
conversion of equal share of the Preferred Stock shall be subject to adjustment
from time to time upon the happening of certain events at any time after
December 18, 2003 as follows:

          (a) Distributions, Subdivision or Reclassification of Common Stock. In
     case the Company shall (i) make a distribution  on its  outstanding  Common
     Stock  in  shares  of  Common  Stock;  (ii)  subdivide  or  reclassify  its
     outstanding  shares of Common  Stock into a greater  number of  shares;  or
     (iii) combine or reclassify its  outstanding  shares of Common Stock into a
     smaller number of shares,  then the Conversion  Ratio in effect at the time
     of the record  date for such  distribution  or the  effective  date of such
     subdivision,  combination  or  reclassification  shall  be  proportionately
     adjusted;

          (b) Condition Precedent in Extraordinary  Transaction.  In case of any
     reclassification,  capital  reorganization  or other similar activity which
     results in a change in the outstanding shares of Common Stock or in case of
     the merger or consolidation of the Company with another entity or any sale,
     assignment,  lease or conveyance to another entity of all or  substantially
     all of  the  property  or  assets  of the  Company  in one or a  series  of
     transactions,   the  Company  shall,  as  a  condition  precedent  to  such
     transaction,  cause effective  provisions to be made so that the holders of
     Preferred  Stock  shall  have  the  right  thereafter,  by  converting  the
     Preferred  Stock,  to  purchase  the kind and  amount of  shares  and other
     securities  and property  receivable  upon such  reclassification,  capital
     reorganization or similar  activity,  change,  merger or consolidation,  or
     sale,  assignment,  lease or conveyance  which would have been received had
     the   Preferred   Stock   been   converted   immediately   prior   to  such
     reclassifications, capital reorganization, similar activity, change, merger
     or  consolidation,  or  sale,  assignment,  lease or  conveyance.  Any such
     provision shall include  provision for adjustments which shall be as nearly
     equivalent as may be practicable to the adjustments provided for herein.

     Section 503. Notice of Certain  Corporate  Action. In case: (i) the Company
shall declare a dividend on its Common Stock payable  otherwise than in cash out
of its earned  surplus;  or (ii) the Company shall authorize the granting to the
holders of its Common Stock of rights or warrants to  subscribe  for or purchase
any  shares of  capital  stock of any class or of any  other  rights;  (iii) the
Company  shall  reclassify  the  Common  Stock  of  the  Company   (excluding  a
subdivision or combination of its outstanding  shares of Common Stock);  or (iv)
of any  consolidation  or merger to which the  Company  is a party and for which
approval  of any  stockholders  of the  Company is  required,  or of the sale or
transfer of all or substantially all of the assets of the Company; or (v) of the
voluntary or involuntary dissolution,  liquidation or winding up of the Company;
then the Company  shall cause to be filed with the  transfer  agent (if any) for
the  Preferred  Stock,  and shall cause to be mailed to all holders of record of
the  Preferred  Stock,  at least 20 days  (or 10 days in any case  specified  in
clause  (i) or (ii)  above)  prior to the  applicable  record  date  hereinafter
specified,  a notice  stating (1) the record date, or (2) the date on which such
reclassification, merger, sale, transfer, dissolution, liquidation or winding up
is  expected  to become  effective,  and the date as of which it is  expected to

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become effective, and the date as of which it is expected that holders of Common
Stock of record  shall be entitled to exchange  their shares of Common Stock for
securities,  cash or other  property  deliverable  upon  such  reclassification,
merger, sale, transfer, dissolution, liquidation or winding up.

     Section 504. Company Shall authorized and Reserve Common Stock. The Company
shall,  on or before  April 30,  2004,  authorize  an  increase in the number of
shares of its common stock  authorized in an amount  sufficient to enable all of
the  Series A  Preferred  Stock to be  converted  into  shares of common  stock.
Thereafter,  and for the purpose of effecting  the  conversion  of the Preferred
Stock,  the Company  shall at all times  reserve and keep  available,  free from
preemptive  rights,  out of its authorized but unissued  Common Stock,  the full
number of shares  of Common  Stock  then  issuable  upon the  conversion  of all
outstanding Preferred Stock.

     Section 505.  Covenant as to Common Stock.  The Company  covenants that all
shares of Common  Stock which may be issued  upon  conversion  of the  Preferred
Stock will upon issue be fully paid and nonassessable.

     Section 506.  Special  Provision in Case of Merger,  Consolidation or Other
Reorganization  or  Sale  of  Assets.  In  case  of any  merger,  consolidation,
reorganization,  sale or transfer provided for in Section 502, the Company shall
as soon as practicable  thereafter  (and in any event at least ten (10) business
days before  consummation of such transaction) give notice of such agreement and
the  material  terms  thereof to each  holder of  Preferred  Stock and each such
holder of any Preferred  Stock may elect,  in lieu of  converting  his shares in
accordance  therewith,   to  require  the  Company  to,  subject  to  the  legal
availability of funds  therefor,  redeem all such shares held at the liquidation
value per share,  plus an amount equal to all accrued and unpaid  dividends  and
all accumulated dividends thereon to the date fixed for redemption,  which shall
be not later than the effective date of the merger, sale or transfer. Redemption
of the  Preferred  Stock  shall  be a  condition  to the  effectiveness  of such
transaction.

                                  ARTICLE VI

     Section 601. Voting. The holders of Preferred Stock shall have, in addition
to any voting  rights  provided  by law,  the right to vote by casting  four (4)
votes for each duly authorized,  issued and outstanding share of Preferred Stock
held by them of record, as hereafter provided:

          (i) voting  together  with the  holders of Common  Stock and any other
     class of shares voting with Common Stock,  on any and all issues  presented
     to a vote of the holders of Common  Stock or as to which the holders of the
     Common Stock are entitled to vote upon; and

          (ii) as a separate class, upon: (a) each question or matter in respect
     of which  such  holders  are  entitled  to vote  under the  Nevada  Revised
     Statutes;  (b) any amendment,  alteration or repeal of any provision of the
     Articles of  Incorporation  or this  Certificate  of  Designation  so as to
     affect adversely the rights,  powers or preferences of the Preferred Stock,
     and any proposed  creation of a class or series of preferred  stock ranking
     on a parity with the  Preferred  Stock as to dividends  or on  liquidation.

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     Authorization of any action set forth in (b) above requires the affirmative
     vote of the holders of at least  two-thirds  of the  outstanding  shares of
     Preferred Stock.

     Section 602.  Adjustment  in Voting  Rights.  The number of votes per share
which the holders of Preferred  Stock may cast  pursuant to Section 601 shall be
adjusted,  upon any change in the  Conversion  Ratio under Article V hereof,  to
equal  the  number  of  shares  of  Common  Stock  into  which  it would be then
convertible  (whether or not such conversion is restricted or prohibited for any
reason).

     IN WITNESS  WHEREOF,  the undersigned  have caused its corporate seal to be
affixed and this Certificate to be executed by its President and Secretary as of
the 28th day of December 2003.

                                      VIKING SYSTEMS, INC.



                                      By  /s/ Thomas B. Marsh
                                          President/Secretary


STATE OF CALIFORNIA        )
                           )  ss:
COUNTY OF SAN DIEGO        )

     The  foregoing  instrument  was  acknowledged  before me this  28th  day of
December,  2003, by Thomas B. Marsh,  president and secretary of Viking Systems,
Inc., a Nevada corporation, on behalf of the Company.


                                          /s/ Notary Public
                                          State of California
My Commission Expires:

_______________________

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