<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-15123
VSI ENTERPRISES, INC.
SUPPLEMENT NO. 2 TO PROSPECTUS DATED DECEMBER 17, 1996
Subsequent to the date of the Prospectus, Mark E. Munro and Susan S.
Munro, Selling Shareholders, transferred by gift an aggregate of 1,807,339
shares of Common Stock owned by them and reflected in the table under the
caption "Selling Shareholders." Accordingly, the Prospectus is amended to
reduce the number of shares beneficially owned by Mark E. Munro and Susan S.
Munro (who are each deemed to beneficially own the shares held by the other),
by 1,807,339 shares and adding to the selling shareholder table the following
recipient of the gifted shares:
<TABLE>
<CAPTION>
BEFORE THE OFFERING AFTER THE OFFERING
------------------------------ -------------------------------
NUMBER SECURITIES TO NUMBER
NAME OF BENEFICIAL BENEFICIALLY PERCENT BE SOLD BENEFICIALLY PERCENT
OWNER OWNED OF CLASS IN OFFERING OWNED OF CLASS
------------------------------ ----------------- ----------- ----------------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
The Mark E. Munro Charitable
Remainder Unitrust - 1996 U/A
dated December 31, 1996 . . . 1,807,339 4.4% 1,807,339 0 0
</TABLE>
As of the date of this Supplement, Mark E. Munro and Susan S. Munro
collectively own 200,000 shares of Common Stock of the Company
The date of this Supplement is March 24, 1997
