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                                                                     EXHIBIT 3.2

                               VIDEO CITY, INC.

                          CERTIFICATE OF DESIGNATIONS
                SERIES D CONVERTIBLE REDEEMABLE PREFERRED STOCK
                               _________________

                            Pursuant to Section 151
            of the General Corporation Law of the State of Delaware
                              __________________

     Video City, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, does hereby certify
that pursuant to Section 151 of the General Corporation Law of the State of
Delaware, its Board of Directors adopted the following resolution on March 25,
1999, which resolution remains in full force and effect as of the date hereof:

     WHEREAS, the Board of Directors of the Corporation (the "Board of
Directors") is authorized, within the limitations and restrictions stated in the
Corporation's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), to fix by resolution or resolutions the designation, powers,
preferences, voting rights and other rights of each series of preferred stock,
and the qualifications, limitations or restrictions thereof, and such other
subjects or matters as may be fixed by resolution or resolutions of the Board of
Directors under the General Corporation Law of Delaware; and

     WHEREAS, it is the desire of the Board of Directors, pursuant to its
authority as aforesaid, to authorize and fix the terms of a series of preferred
stock and the number of shares constituting such series:

     NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized such series
of preferred stock on the terms and with the provisions herein set forth:

1.   DESIGNATION OF SERIES. The designation of such series of preferred stock is
Series D Convertible Redeemable Preferred Stock ("Series D Preferred Stock").
The number of shares constituting such series is 10,000, with a value of $1,000
per share for the purpose of calculating dividends, if any, and amounts payable
upon liquidation, dissolution or winding up ("stated value"). Shares of Series D
Preferred Stock redeemed, converted or purchased by the Corporation shall be
canceled and shall revert to authorized but unissued shares of preferred stock
undesignated as to series. Shares of the Series D Preferred Stock shall rank
pari passu and share in dividends, if any, and other distributions on a pro rata
basis with the shares of Series AA Convertible Redeemable Preferred Stock,
Series B Convertible Redeemable Preferred Stock, Series C Convertible Redeemable
Preferred Stock and with shares of any other series of preferred stock hereafter
issued by the Corporation that may be designated by the Corporation to rank pari
passu with the Series D Preferred Stock.

2.   DIVIDENDS.  The holders of the Series D Preferred Stock shall not be
entitled to

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any dividends unless declared by the Board of Directors at its sole discretion.

3.   VOTING.  The holders of Series D Preferred Stock shall not be entitled to
vote upon any matter except as otherwise required by law.

4.   LIQUIDATION, DISSOLUTION OR WINDING UP.  In the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of Series D Preferred Stock shall be entitled to receive out of the
assets of the Corporation, whether such assets are capital or surplus of any
nature, an amount per share of Series D Preferred Stock equal to the stated
value of such share of Series D Preferred Stock and a further amount equal to
any dividends declared and unpaid thereon, if any, as provided in Paragraph 2
hereof, to the date that payment is made available to the holders of Series D
Preferred Stock, and no more, before any payment shall be made or any assets
distributed to the holders of shares of the Corporation's Common Stock ("Common
Stock") or shares of any other stock of the Corporation that rank junior to the
Series D Preferred Stock in rights upon liquidation.

     If upon such liquidation, dissolution or winding up, the assets thus
distributed among the holders of the Series D Preferred Stock, and other series
of preferred stock that rank pari passu with the Series D Preferred Stock upon
liquidation, dissolution, or winding up, shall be insufficient to permit the
payment to such stockholders of the full preferential amounts aforesaid, then
the entire assets of the Corporation to be distributed shall be distributed
ratably among the holders of Series D Preferred Stock and such other series of
preferred stock in proportion to the respective stated value of shares of each
such series.

     In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, subject to the provisions of the Corporation's
Certificate of Incorporation, and to all of the preferential rights of the
holders of Series D Preferred Stock and other series of preferred stock that
rank senior to the Common Stock on distribution or otherwise, the holders of
Common Stock shall be entitled to receive, ratably, all remaining assets of the
Corporation.

     A consolidation or merger of the Corporation with or into any other
corporation or corporations or other business entities, or a sale of all or
substantially all of the assets of the Corporation, shall not be deemed to be a
liquidation, dissolution or winding up within the meaning of this Paragraph 4.

5.   CONVERSION RIGHTS.  Each holder of any shares of Series D Preferred Stock
shall have the right at any time commencing from the date of issuance to convert
any of his or her shares of Series D Preferred Stock into duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock of the
Corporation at the Conversion Price, as defined herein, and upon the terms set
forth herein.

     The Corporation shall have the right to redeem the outstanding shares of
Series D Preferred Stock, in whole or in part, as provided in Paragraph 13.

                                       2.
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6.   CONVERSION PRICE. Each share of Series D Preferred Stock shall be converted
into a number of shares of Common Stock determined by dividing (i) $1,000 by
(ii) the Conversion Price in effect on the conversion date. The Conversion Price
at which shares of Common Stock shall be issuable upon conversion of the shares
of Series D Preferred Stock shall be $3.00. The Conversion Price shall be
subject to adjustment as set forth in Paragraph 8 hereof. No payment or
adjustment shall be made for any dividend or other distribution that is payable
on the Common Stock issued upon such conversion.

7.   CONVERSION PROCEDURE.  Each holder of any shares of the Series D Preferred
Stock may exercise his or her right to convert such shares into shares of Common
Stock by surrendering for such purpose to the Corporation, at its principal
office or at such other office or agency maintained by the Corporation for that
purpose, a certificate or certificates representing the shares of Series D
Preferred Stock to be converted, accompanied by a written notice stating that
such holder elects to convert all or a specified whole number of such shares in
accordance with the provisions of this Paragraph 7 and specifying the name or
names in which such holder wishes the certificate or certificates for shares of
Common Stock to be issued.  In case such notice shall specify a name or names
other than that of such holder, such notice shall be accompanied by payment of
all transfer taxes payable upon the issuance of shares of Common Stock in such
name or names.  As promptly as practicable, and in any event within ten business
days after the surrender of such certificates and the receipt of such notice
relating thereto and, if applicable, payment of all transfer taxes, the
Corporation shall deliver or cause to be delivered (i) certificates representing
the number of validly issued, fully paid and nonassessable shares of Common
Stock to which the holder of the Series D Preferred Stock so converted shall be
entitled and (ii) if less than the full number of shares of the Series D
Preferred Stock evidenced by the surrendered certificate or certificates are
being converted, a new certificate or certificates, of like tenor, for the
number of shares evidenced by such surrendered certificate or certificates less
the number of shares converted.  Such conversions shall be deemed to have been
made at the close of business on the date of giving of such notice and of such
surrender of the certificate or certificates representing the shares of the
Series D Preferred Stock to be converted so that the rights of the holder
thereof shall cease except for the right to receive Common Stock in accordance
herewith, and the converting holder shall be treated for all purposes as having
become the record holder of such Common Stock at such time.

     Shares of the Series D Preferred Stock may not be converted after the close
of business of the fifth business day preceding the date fixed for redemption of
such shares pursuant to Paragraph 13 hereof.

     Upon conversion of any shares of the Series D Preferred Stock, the holder
thereof shall not be entitled to receive any accumulated, accrued or unpaid
dividends in respect of the shares so converted, provided that such holder shall
be entitled to receive any dividends on such shares of the Series D Preferred
Stock declared prior to such conversion if such holder held such shares on the
record date fixed for the determination

                                       3.
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of holders of the Series D Preferred Stock entitled to receive payment of such
dividend.

8.   CONVERSION PRICE ADJUSTMENTS.  The Conversion Price shall be subject to
adjustment from time to time upon the occurrence of certain events as follows:

     a.   Stock Dividends, Subdivisions, Reclassifications or Combinations. If
the Corporation shall (i) declare a dividend or make a distribution in shares of
Common Stock, (ii) subdivide or reclassify the outstanding shares of Common
Stock into a greater number of shares, or (iii) combine or reclassify the
outstanding Common Stock into a smaller number of shares, the Conversion Price
in effect at the time of the record date of such dividend or distribution or on
the effective date of such subdivision, combination or reclassification shall be
proportionately adjusted so that the holder of any shares of Series D Preferred
Stock surrendered for conversion after such date shall be entitled to receive
the number of shares of Common Stock which he or she would have owned or been
entitled to receive had such Series D Preferred Stock been converted immediately
prior to such date and giving effect to the events identified in Subparagraphs
8.a.i, 8.a.ii, and 8.a.iii. Successive adjustments in the Conversion Price shall
be made whenever any event specified above shall occur.

     b.   Other Distributions. In case the Corporation shall fix a record date
for the making of a distribution to all holders of shares of Common Stock, (i)
of shares of any class of capital stock of the Corporation other than shares of
Common Stock, or (ii) of evidences of indebtedness of the Corporation, or (iii)
of assets (excluding cash dividends or distributions, and dividends or
distributions referred to in subparagraph 8(a) hereof), or (iv) of rights or
warrants entitling the holders of Common Stock to subscribe for or purchase
shares of Common Stock at less than the Trading Price, as defined in Paragraph
13 hereof, on the record date fixed to determine stockholders entitled to
subscribe or purchase; in each such case, the Conversion Price in effect
immediately prior thereto shall be reduced immediately thereafter to the price
determined by dividing (1) an amount equal to the difference resulting from (A)
the number of shares of Common Stock outstanding on such record date multiplied
by the Conversion Price per share on such record date, less (B) the fair market
                                                       ----
value (as determined by the Board of Directors in their reasonable discretion)
of said shares or evidences of indebtedness or assets or rights or warrants to
be so distributed by (2) the number of shares of Common Stock outstanding on
such record date.  Such adjustment shall be made successively whenever such a
record date is fixed.  In the event that such distribution is not so made, the
Conversion Price then in effect shall be readjusted, effective as of the date
when the Board of Directors determines not to distribute such shares, evidences
of indebtedness, assets, rights or warrants, as the case may be, to the
Conversion Price which was in effect prior to the fixing of the record date
(subject to any adjustments made pursuant to this Paragraph 8 since such record
date).

     c.   Rounding of Calculations; Minimum Adjustment. All calculations under
this Paragraph 8 shall be made to the nearest cent or to the nearest one-
hundredth of a share, as the case may be. No adjustment in the Conversion Price
shall be made if the amount of such adjustment would be less than $0.01, but any
such amount shall be

                                       4.
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carried forward and an adjustment with respect thereto shall be made at the time
of and together with any subsequent adjustment which, together with such amount
and any other amount or amounts so carried forward, shall aggregate $0.01 or
more.

     d.   Adjustments for Consolidation, Merger, etc. In case the Corporation,
(i) shall consolidate with or merge into any other person and shall not be the
continuing or surviving corporation of such consolidation or merger, (ii) shall
permit any other person to consolidate with or merge into the Corporation and
the Corporation shall be the continuing or surviving person, but, in connection
with such consolidation or merger, the Common Stock shall be changed into or
exchanged for stock or other securities of any other person or cash or any other
property, (iii) shall transfer all or substantially all of its properties or its
assets to any other person, or (iv) shall effect a capital reorganization or
reclassification of the Common Stock (other than a capital reorganization or
reclassification resulting in the issue of additional shares of Common stock for
which adjustment is provided in this Paragraph 8); then, and in each such case,
proper provision shall be made so that each share of Series D Preferred Stock
then outstanding shall be converted into, or exchanged for, one share of
preferred stock of the acquiring corporation entitling the holder thereof to all
of the rights (including voting rights), powers, privileges and preferences with
respect to the acquiring corporation to which the holder of a share of Series D
Preferred Stock is entitled with respect to the Corporation, and being subject
with respect to the acquiring corporation to the qualifications, limitations and
restrictions to which a share of Series D Preferred Stock is subject with
respect to the Corporation.

9.   VOLUNTARY ADJUSTMENT.  The Corporation may make, but shall not be obligated
to make, such decreases in the Conversion Price so as to increase the number of
shares of Common Stock into which the Series D Preferred Stock may be converted,
in addition to those required by Paragraph 8 hereof, as it considers to be
advisable in order to avoid federal income tax treatment as a dividend of stock
or stock rights.

10.  RESERVATION OF SHARES OF COMMON STOCK FOR CONVERSION.  The Corporation
shall at all times reserve and keep available out of its authorized and unissued
shares of Common Stock such number of shares of Common Stock as shall from time
to time be sufficient to effect the conversion of all shares of Series D
Preferred Stock that are then outstanding.

11.  NOTICE OF ADJUSTMENT OF CONVERSION PRICE.  Whenever the Conversion Price is
adjusted as herein provided, the Corporation shall forthwith file with any
transfer agent or agents for the Series D Preferred Stock, if any, and at the
principal office of the Corporation, a statement signed by the President or a
Vice President and by the Chief Financial Officer or the Secretary of the
Corporation setting forth the adjusted Conversion Price.  The statement so filed
shall be open to inspection by any holder of record of shares of Series D
Preferred Stock.  The Corporation shall also, at the time of filing any such
statement, mail notice to the same effect to the holders of shares of Series D
Preferred Stock at their addresses appearing on the books of the Corporation or
supplied by such holder to the Corporation for the purpose of notice.

                                       5.
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12.  FRACTIONAL SHARES IN CONVERSION.  The Corporation shall not be required to
issue fractions of shares of Common Stock on the conversion of Series D
Preferred Stock.  If any fraction of a share of Common Stock would be issuable
upon the conversion of a share, except for the provisions hereof, the
Corporation shall purchase such fraction for an amount in cash equal to the
Trading Price (as defined in Paragraph 13 hereof) multiplied by such fraction.
If more than one certificate for shares of Series D Preferred Stock shall be
presented for conversion at any one time by the same registered holder, the
number of shares of Common Stock which shall be issuable upon conversion thereof
shall be computed on the basis of the aggregate number of shares of Common Stock
issuable upon conversion of the shares so presented.  All calculations under
this Paragraph 12 shall be made to the nearest one-hundredth of a share.

13.  REDEMPTION.  The outstanding shares of Series D Preferred Stock may be
redeemed, in whole or in part, at any time at the option of the Corporation by
resolution of its Board of Directors, for cash at $1,000 per share; plus, in
                                                                    ----
each case, all declared and unpaid dividends thereon, if any, to the redemption
date.  In case of the redemption of a part only of the outstanding shares of
Series D Preferred Stock, the shares so to be redeemed shall be selected pro
rata.

     At least 30 days' previous notice by mail, postage prepaid, shall be given
to the holders of record of the shares of Series D Preferred Stock to be
redeemed, such notice to be addressed to each such stockholder at the address of
such holder appearing on the books of the Corporation or given by such holder to
the Corporation for the purpose of notice, or if no such address appears or is
so given, at the place where the principal office of the Corporation is located.
Such notice shall state the date fixed for redemption and the redemption price
and shall call upon such holder to surrender to the Corporation on said date at
the place designated in the notice such holder's certificate or certificates
representing the shares to be redeemed. On or after the date fixed for
redemption and stated in such notice, each holder of shares of Series D
Preferred Stock called for redemption shall surrender the certificate evidencing
such shares to the Corporation at the place designated in such notice and shall
thereupon be entitled to receive payment of the redemption price, together with
declared and unpaid dividends, if any, to the date fixed for redemption. If less
than all the shares represented by any such surrendered certificate are
redeemed, a new certificate shall be issued representing the unredeemed shares.
If such notice of redemption shall have been duly given, and if on the date
fixed for redemption funds necessary for the redemption shall be available
therefor, then, notwithstanding that the certificate evidencing any shares of
Series D Preferred Stock so called for redemption shall not have been
surrendered, all rights pertaining to such shares shall terminate, except only
the right of the holders to receive the redemption price, together with declared
and unpaid dividends thereon, if any, to the date fixed for redemption, without
interest, upon surrender of their certificates therefor.

     The term "Trading Price" shall determined as follows: (i) If the Common
Stock is listed or admitted to trade on a national securities exchange, on the
Nasdaq National Market System ("NMS"), or on the Nasdaq SmallCap Market
("SmallCap"), the closing price of the Common Stock on the composite tape of the
principal national securities

                                       6.
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exchange on which the Common Stock is so listed or admitted to trade or on the
NMS or SmallCap systems, as the case may be; (ii) If the Common Stock is not
listed or admitted to trade on an exchange or a system that publishes daily
closing prices, the highest last bid price of the Common Stock quoted on such
other trading system.

14.  MUTILATED OR MISSING PREFERRED STOCK CERTIFICATES.  If any of the Series D
Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the
Corporation shall issue, in exchange and substitution for and upon cancellation
of the mutilated Series D Preferred Stock certificate, or in lieu of and in
substitution for the Series D Preferred Stock certificate lost, stolen or
destroyed, a new Series D Preferred Stock certificate of like tenor and
representing an equivalent number of shares of Series D Preferred Stock, but
only upon receipt of evidence of such loss, theft or destruction of such Series
D Preferred Stock certificate and indemnity, if requested.

15.  REISSUANCE OF PREFERRED STOCK.  Shares of Series D Preferred Stock that
have been issued and reacquired in any manner, including shares purchased or
redeemed or exchanged, shall (upon compliance with any applicable provisions of
the laws of the State of Delaware) have the status of authorized and unissued
shares of preferred stock undesignated as to series and may be redesignated and
reissued as part of any series of preferred stock other than the Series D
Preferred Stock.

16.  BUSINESS DAY.  If any payment, redemption or exchange shall be required by
the terms hereof to be made on a day that banks are not open in the State of
California, such payment, redemption or exchange shall be made on the
immediately succeeding day on which such banks are open.

17.  HEADINGS OF SUBDIVISIONS.  The headings of various subdivisions hereof are
for convenience of reference only and shall not affect the interpretation of any
of the provisions hereof.

18.  SEVERABILITY OF PROVISIONS.  If any right, preference or limitation of the
Series D Preferred Stock set forth in these resolutions and the Certificate of
Designations filed pursuant hereto (as such resolution may be amended from time
to time) is invalid, unlawful or incapable of being enforced by reason of any
rule of law or public policy, all other rights, preferences and limitations set
forth in this resolution (as so amended) which can be given effect without the
invalid, unlawful or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right, preference or
limitation herein set forth shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.

                                       7.
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19.  NOTICE TO THE CORPORATION.  All notices and other communications required
or permitted to be given to the Corporation hereunder (a) shall be in writing
and shall be deemed to have been duly given when received if personally
delivered; when transmitted if transmitted by telecopy, electronic or digital
transmission method (with proof of transmission); the day after it is sent, if
sent for next day delivery to a domestic address by recognized overnight
delivery service (e.g., FED EX); and upon receipt, if sent by certified or
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registered mail, return receipt requested, and (b) shall be made to the
Corporation at its principal executive offices located at 370 Amapola Avenue,
Suite 208, Torrance, California 90501, Attention: Chief Executive Officer.

20.  LIMITATIONS.  Except as may otherwise be required by law, the shares of
Series D Preferred Stock shall not have any powers, preferences or relative,
participating, optional or other special rights other than those specifically
set forth in this resolution (as such resolution may be amended from time to
time) or otherwise in the Certificate of Incorporation of the Corporation.

     IN WITNESS WHEREOF, Video City, Inc. has caused this certificate to be
executed by the undersigned on this 30th day of March 1999.

                              VIDEO CITY, INC.



                              By /s/ Robert Y. Lee
                                 -----------------
                                 Robert Y. Lee,
                                 Chief Executive Officer

                                       8.