<PAGE> 1
Filed pursuant to Rule 424(b)(3) and 424(c)
Registration number 333-15123
VSI ENTERPRISES, INC.
SUPPLEMENT NO. 1 TO PROSPECTUS DATED DECEMBER 17, 1996
Subsequent to the date of the Prospectus, Mark E. Munro, a Selling
Shareholder, transferred by gift 876,713 shares of Common Stock owned by Mr.
Munro and reflected in the table under the caption "Selling Shareholders."
Accordingly, the Prospectus is amended to reduce the number of shares
beneficially owned by Mr. Munro and his spouse, Susan S. Munro (who is deemed
to beneficially own the shares held by Mr. Munro), by 876,713 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 NUMBER
NAME OF BENEFICIAL BENEFICIALLY PERCENT TO 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 . . . . 876,713 2.2% 876,713 0 0
</TABLE>
The date of this Supplement is January 3, 1997
