CERTIFICATE OF AMENDMENT
                                       OF
                         CERTIFICATE OF INCORPORATION OF
                               MOVIE GALLERY, INC.

     Movie  Gallery,  Inc.  (the  "Corporation"),  a  corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware, does hereby certify:

     1.  That  at a  meeting  of the  board  of  directors  of the  Corporation,
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  to the
Certificate of Incorporation of the Corporation,  declaring said amendment to be
advisable  and  calling a meeting of the  stockholders  of the  Corporation  for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

          Resolved, that the Certificate of Incorporation of the  Corporation be
     amended by  changing  the first  paragraph of  Article  Fourth  so that, as
     amended, Article Fourth shall be and read as follows:

          "1. The Corporation is authorized to issue two classes of stock, to be
     designated  "Common Stock" and "Preferred Stock,"  respectively.  The total
     number of shares which the  Corporation is authorized to issue is sixty-two
     million   (62,000,000)  shares.  The  number  of  shares  of  Common  Stock
     authorized to be issued is sixty million (60,000,000),  with a par value of
     $0.001 per share.  The number of shares of Preferred Stock authorized to be
     issued is two million (2,000,000), with a par value of $0.10 per share."

     2. That  thereafter,  pursuant to resolution of its board of directors,  an
annual meeting of the  stockholders of the Corporation was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.

     3. That said  amendment was duly adopted in accordance  with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

     4. That the  capital of the  Corporation  shall not be reduced  under or by
reason of said amendment.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment to be signed by H. Harrison  Parrish,  its President and S. Page Todd,
its secretary this 6th day of June, 1996.



                                 /s/  H. Harrison Parrish
                                 -------------------------------
                                 H. Harrison Parrish, President



                                 /s/ S. Page Todd
                                 -------------------------------
                                 S. Page Todd, Secretary