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                                                               EXHIBIT 3.2



                            CERTIFICATE OF AMENDMENT

                                       OF

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        SILVER KING COMMUNICATIONS, INC.



     Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Silver King Communications, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:

     FIRST:  That the Board of Directors of the Corporation unanimously adopted
resolutions proposing and declaring advisable the following amendments to the
Amended and Restated Certificate of Incorporation:


           RESOLVED, that the Amended and Restated Certificate of Incorporation
      of the Corporation be amended by restating Article I to read in its
      entirety as follows:

                 The name of the corporation is HSN, Inc.

           FURTHER RESOLVED, that the Amended and Restated Certificate of
      Incorporation of the Corporation be amended by restating the first
      paragraph of Article IV to read in its entirety as follows:





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                 The corporation shall have the authority to issue one hundred
            fifty million (150,000,000) shares of $.01 par value Common Stock,
            thirty million (30,000,000) shares of $.01 par value Class B Common
            Stock, and fifteen million (15,000,000) shares of $.01 par value
            Preferred Stock.

           FURTHER RESOLVED, that the Amended and Restated Certificate of
      Incorporation of the Company be amended by deleting Article IV, section
      A, subsection (3) in its entirety.

           FURTHER RESOLVED, that the Amended and Restated Certificate of
      Incorporation of the Corporation be amended by restating Article IV,
      section A, subsection (4) to read in its entirety as follows:

                 (3)  Each holder of Common Stock shall be entitled to vote one
            vote for each share of Common Stock held as of the applicable date
            on any matter that is submitted to a vote or to the consent of the
            Stockholders of the corporation.  Except as otherwise provided
            herein or by the General Corporation Law of the State of Delaware,
            the holders of Common Stock and the holders of Class B Common Stock
            shall at all times vote on all matters (including the election of
            directors) together as one class.

           FURTHER RESOLVED, that the Amended and Restated Certificate of
      Incorporation of the Corporation be amended by deleting Article IV,
      section B, subsection (3) in its entirety.


           FURTHER RESOLVED, that the Amended and Restated Certificate of
      Incorporation of the Corporation be amended by restating Article IV,
      section B, subsection (4) to read in its entirety as follows:

                 (3)  Each holder of Class B Common Stock shall be entitled to
            vote ten votes for each share of Class B Common Stock held as of
            the applicable



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            date on any matter that is submitted to a vote or to
            the consent of the Stockholders of the corporation.  Except as
            otherwise provided herein or by the General Corporation Law of the
            State of Delaware, the holders of Common Stock and the holders of
            Class B Common Stock shall at all times vote on all matters
            (including the election of directors) together as one class.

     SECOND:  That at the annual meeting of stockholders held on December 19,
1996, the holders of a majority of shares of Common Stock and Class B Common
Stock of the Corporation voted to approve said amendments in accordance with
the provisions of the Amended and Restated Certificate of Incorporation of
the Corporation and the General Corporation Law of the State of Delaware.

     THIRD:  That the said amendments were duly adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.

     FOURTH:  That the capital of the Company shall not be reduced under or by
reason of the said amendments.

     IN WITNESS WHEREOF, said Silver King Communications, Inc. has caused this
certificate to be signed by Michael Drayer, its Executive Vice President,
General Counsel and Corporate Secretary, this 20th day of December, 1996.




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                                         SILVER KING COMMUNICATIONS, INC.

                                         By
                                           ---------------------------------
                                           Michael Drayer
                                           Executive Vice President,
                                           General Counsel and
                                           Corporate Secretary







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