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                                                                    EXHIBIT 3(b)


                                 AMENDMENT NO. 2

                                       TO

                         CERTIFICATE OF DESIGNATIONS OF

                     SERIES C PREFERRED STOCK/CERTIFICATE OF
                    AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

                        CHOICES ENTERTAINMENT CORPORATION


     CHOICES ENTERTAINMENT CORPORATION, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
hereby certifies that:

     A.   "Amendment No. 1 to Certificate of Designations of Series C Preferred
Stock of the Corporation" (the "Amended Certificate of Designations") was filed
with the Office of the Secretary of State of the State of Delaware and became
effective on August 11, 1995.

     B.   The amendment to the Corporation's Certificate of Incorporation (as
heretofore amended and/or supplemented, the "Certificate of Incorporation") set
forth below was duly adopted in accordance with Section 242 of the General
Corporation Law of the State of Delaware (the "GCL"):

     The Certificate of Incorporation is hereby amended by striking the text of
the Amended Certificate of Designations in its entirety, and inserting in lieu
thereof the following:

                    RESOLVED, that pursuant to the authority
               vested in the Board of Directors of the
               Corporation by the Certificate of Incorporation,
               the Board of Directors does hereby approve the
               issuance up to 500 shares of Preferred Stock, par
               value $.01 per share, of the Corporation, to be
               designated "Series C Preferred Stock" of the
               presently authorized shares of Preferred Stock.
               The voting powers, designations, preferences, and
               other rights of the Series C Preferred Stock
               authorized hereunder and the qualifications,
               limitations and restrictions of such preferences
               and rights are as follows:

                    1.   Cash Dividends. Cash dividends shall be
               paid with respect to the shares of Series C
               Preferred Stock on the same basis as dividends are
               paid to holders of common stock of the Corporation
               (the "Common Stock"), and shall be distributed
               ratably to holders of the Series C
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               Preferred Stock and holders of Common Stock on the
               basis that each 1/40,000 share of Series C
               Preferred Stock shall be pro rata with each whole
               share of Common Stock.

                    2.   Voting. The holders of Series C Preferred
               Stock shall be entitled to vote on any matter
               required to be or otherwise submitted to a vote of
               stockholders of the Corporation together with the
               Common Stock and not as a separate class, unless
               otherwise required by law. Each share of Series C
               Preferred Stock shall be entitled to 40,000 votes.

                    3.   Conversion. The Series C Preferred Stock
               is convertible into shares of Common Stock at the
               rate of 40,000 shares of Common Stock for every
               one share of Series C Preferred Stock (the
               "Conversion Rate"). The following provisions shall
               apply with respect to conversion:

                         (a) Any holder of shares of Series C
               Preferred Stock electing to convert such shares
               into Common Stock shall surrender the certificate
               or certificates for such shares at the office of
               the Corporation (or at such other place as the
               Corporation may designate by notice to the holders
               of shares of Series C Preferred Stock) during
               regular business hours, duly endorsed to the
               Corporation or in blank, or accompanied by
               instruments of transfer to the Corporation in
               blank, in form satisfactory to the Corporation and
               shall give written notice to the Corporation at
               such office that such holder elects to convert
               such shares of Series C Preferred Stock. The
               Corporation shall, as soon as practicable after
               such deposit of certificates for shares of Series
               C Preferred Stock, accompanied by the written
               notice above prescribed, issue and deliver at such
               office to the holder for whose account such shares
               were surrendered, or to his nominee, certificates
               representing the number of shares of Common Stock
               to which such holder is entitled upon such
               conversion.

                         (b) Conversion shall be deemed to have
               been made as of the date of surrender of
               certificates for the shares of Series C Preferred
               Stock to be converted and the delivery of written
               notice as hereinabove provided; and the person
               entitled to receive
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               the Common Stock issuable upon such conversion
               shall be treated for all purposes as the record
               holder of such Common Stock on such date.

                         (c) The Conversion Rate shall be
               adjusted from time to time as follows:

                              i) In case the Corporation shall
               (A) subdivide its outstanding shares of Common
               Stock, (B) combine its outstanding shares of
               Common Stock into a smaller number of shares or,
               (C) issue by reclassification of its shares of
               Common Stock any shares of capital stock of the
               Corporation, the conversion right and each
               Conversion Rate in effect immediately prior to
               such action shall be adjusted so that the holder
               of any shares of the Series C Preferred Stock
               thereafter surrendered for conversion shall be
               entitled to receive the number of shares of
               capital stock of the Corporation which such holder
               would have owned immediately following such action
               had such shares of the Series C Preferred Stock
               been converted immediately prior thereto. An
               adjustment made pursuant to this subparagraph
               shall become effective retroactively immediately
               after the record date in the case of a dividend or
               distribution and shall become effective
               immediately after the effective date in the case
               of a subdivision, combination or reclassification.
               If, as a result of an adjustment made pursuant to
               this subparagraph, the holder of any shares of the
               Series C Preferred Stock thereafter surrendered
               for conversion shall become entitled to receive
               shares of two or more classes of capital stock of
               the Corporation, the Board of Directors (whose
               determination shall be conclusive) shall determine
               the allocation of the adjusted Conversion Rate
               between or among shares of such classes of capital
               stock.

                              ii) Notwithstanding the foregoing,
               the Corporation shall not be required to make any
               adjustment of the Conversion Rate unless such
               adjustment would require an increase or decrease
               of at least 5% in such rate. Any lesser adjustment
               shall be carried forward and shall be made at the
               time of and together with the next subsequent
               adjustment which, together with any adjustment or
               adjustments so carried forward, shall
<PAGE>

               amount to an increase or decrease of at least 5%
               in such rate.

                              iii) Whenever an adjustment in the
               Conversion Rate is required, the Corporation shall
               forthwith place on file with its Secretary a
               statement signed by its Chairman of the Board,
               President or a Vice President and by its Secretary
               or Treasurer or one of its Assistant Secretaries
               or Assistant Treasurers, stating the adjusted
               Conversion Rate determined as provided herein.
               Such statement shall set forth in reasonable
               detail such facts as shall be necessary to show
               the reason and the manner of computing such
               adjustment. Promptly after the adjustment of the
               Conversion Rate, the Corporation shall mail a
               notice thereof to each holder of shares of Series
               C Preferred Stock.

                              iv) In case of either (A) any
               consolidation or merger to which the Corporation
               is a party, other than a merger or consolidation
               in which the Corporation is the surviving or
               continuing corporation and which does not result
               in any reclassification of, or change (other than
               a change in par value or from par value to no par
               value or from no par value to par value, or as a
               result of a subdivision or combination) in,
               outstanding shares of Common Stock, or (B) any
               sale or conveyance to another corporation of all
               or substantially all of the assets of the
               Corporation, then the Corporation, or such
               successor corporation, as the case may be, shall
               make appropriate provision so that the holder of
               each share of Series C Preferred Stock then
               outstanding shall have the right to convert such
               shares of Series C Preferred Stock into the kind
               and amount of shares or other securities and
               property receivable upon such consolidation,
               merger, sale or conveyance by a holder of the
               number of shares of Common Stock into which such
               shares of Series C Preferred Stock might have been
               converted immediately prior to such consolidation,
               merger, sale or conveyance, subject to adjustments
               which shall be as nearly equivalent as may be
               practicable to the adjustments provided for
               hereunder. The provisions of this subparagraph
               shall apply similarly to successive
               consolidations, mergers, sales or conveyances.
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                              v) The Corporation shall take all
               necessary action to cause any shares of Series C
               Preferred Stock which shall at any time have been
               converted to resume the status of authorized but
               unissued shares of Preferred Stock, without
               designation as to series, until such shares are
               once more designated as part of a particular
               series by the Board of Directors. The Corporation
               shall at all times reserve and keep available out
               of its authorized but unissued stock, for the
               purpose of effecting the conversion of the shares
               of the Series C Preferred Stock, such number of
               its duly authorized shares of Common Stock as
               shall from time to time be sufficient to effect
               the conversion of all outstanding shares of the
               Series C Preferred Stock; provided, however, that
               nothing contained herein shall preclude the
               Corporation from satisfying its obligations in
               respect of the conversion of the shares by
               delivery of purchased shares of Common Stock which
               are held in the treasury of the Corporation.

                              vi) The Corporation shall pay any
               and all issue or transfer taxes that may be
               payable in respect of any issuance or delivery of
               shares of Common Stock on conversion of shares of
               Series C Preferred Stock pursuant hereto. The
               Corporation shall not, however, be required to pay
               any tax which is payable in respect of any
               transfer involved in the issue or delivery of
               Common Stock in a name other than that in which
               the shares of Series C Preferred Stock so
               converted were registered, and no such issue or
               delivery shall be made unless and until the person
               requesting such issue has paid to the Corporation
               the amount of such tax, or has established, to the
               satisfaction of the Corporation, that such tax has
               been paid.

                              vii) Before taking any action that
               would result in the effective price of the shares
               of Common Stock issuable upon conversion of Series
               C Preferred Stock being less than the then par
               value of the Common Stock, the Corporation shall
               take any corporate action which may, in the
               opinion of its counsel, be necessary in order that
               the Corporation may validly and legally issue
               fully paid and nonassessable shares of Common
               Stock.
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                    4.   Fractional Shares. The Series C Preferred
               Stock may be issued as fractional shares in
               increments of 1/40,000 of a share. Each fractional
               share of Series C Preferred Stock shall be
               entitled to the same rights and powers on a pro
               rata basis as a whole share of Series C Preferred
               Stock.

                    5.   Liquidation, Dissolution, Winding Up. The
               Series C Preferred Stock shall have no liquidation
               or other preference over the Corporation's Common
               Stock. Upon the voluntary or involuntary
               liquidation, dissolution or winding up of the
               Corporation, its net assets shall be distributed
               ratably to holders of the Series C Preferred Stock
               and holders of Common Stock on the basis that each
               1/40,000 share of Series C Preferred Stock shall
               be pro rata with each whole share of Common Stock.

     IN WITNESS WHEREOF, CHOICES ENTERTAINMENT CORPORATION, has caused this
Certificate to be signed by Ronald W. Martignoni, its President, and attested by
Lorraine E. Cannon, its Secretary, this 20th day of December, 1996.


                                   CHOICES ENTERTAINMENT CORPORATION


                                   By:  /s/ Ronald W. Martignoni
                                        ----------------------------------------
                                        Ronald W. Martignoni, President


ATTEST: [CORPORATE SEAL]


By:  /s/ Lorraine E. Cannon
     ----------------------------------------
     Lorraine E. Cannon, Secretary