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CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORP.
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
TCI MUSIC, INC.
TCI Music, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of TCI Music, Inc., at a special
meeting of the directors on June 22, 1999, adopted resolutions setting forth
proposed amendments to the Certificate of Incorporation of said corporation. The
resolutions setting forth proposed amendments are as follows:
RESOLVED, that proposed amendments to the Certificate of
Incorporation of the corporation, (i) deleting in its entirety SECTION
B of ARTICLE VIII -- MEETINGS OF STOCKHOLDERS, (ii) amending and
restating ARTICLE I -- NAME to read in its entirety as follows, and
(iii) amending the first two paragraphs of ARTICLE IV -- CAPITALIZATION
to read as follows, are recommended to the stockholders for approval as
being in the best interests of the corporation:
ARTICLE I
NAME
The name of the Corporation is Liberty Digital, Inc.
ARTICLE IV
AUTHORIZED STOCK
The total number of shares of capital stock which the
Corporation shall have authority to issue is one billion seven
hundred and fifty five million (1,755,000,000) shares, of which
one billion seven hundred and fifty million (1,750,000,000) shares
shall be common stock ("Common Stock") and five million
(5,000,000) shares shall be preferred stock with a par value of
$.01 per share ("Preferred Stock"). The Common Stock shall be a
single class designated as Common Stock with a par value of $.01
per share and shall be issuable in series as provided in Section A
of this Article IV. A description of the Common Stock and the
Preferred Stock of the Corporation, and the relative rights,
preferences and limitations thereof, or the method of fixing and
establishing the same, are as
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hereinafter in this Article IV set forth:
SECTION A
SERIES A COMMON AND SERIES B COMMON STOCK
One billion (1,000,000,000) shares of Common Stock shall be
of a series designated as Series A Common Stock (the "Series A
Common Stock") and seven hundred and fifty million (750,000,000)
shares of Common Stock shall be of a series designated as Series B
Common Stock (the "Series B Common Stock"). Each share of the
Series A Common Stock and each share of the Series B Common Stock
shall, except as otherwise provided in this Section A, be
identical in all respects and shall have equal rights and
privileges.
SECOND: That the stockholders of said corporation duly adopted the
foregoing resolutions at a meeting of the stockholders held September 8, 1999,
which meeting was called and held in accordance with the provisions of Section
222 of the General Corporation Law of the State of Delaware.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, TCI Music, Inc. has caused this certificate to be
executed by David B. Koff, its Vice President, on this 9th day of September,
1999.
TCI MUSIC, INC.
By: /s/ David B. Koff
_______________________________
David B. Koff, Vice President
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