EXHIBIT 3.2

                           CERTIFICATE OF AMENDMENT
                                      TO
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                            SONIC AUTOMOTIVE, INC.

                         * * * * * * * * * * * * * * *

                        Adopted in accordance with the
                   provisions of Section 242 of the General
                   Corporation Law of the State of Delaware

                         * * * * * * * * * * * * * * *

      SONIC AUTOMOTIVE, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY as follows:

      FIRST: The Board of Directors of the Corporation adopted the resolution
set forth below proposing the amendment to the Amended and Restated Certificate
of Incorporation (the "Amendment") and directed that the Amendment be submitted
to the holders of the issued and outstanding shares of capital stock of the
Corporation entitled to vote thereon for their consideration and approval:

         RESOLVED, that the Board of Directors hereby deems that Section 4.01 of
      the Corporation's Charter is proposed to be amended by deleting Section
      4.01 in its entirety and inserting the following in lieu thereof:

            SECTION 4.01. AUTHORIZED CAPITAL STOCK. The aggregate number of
         shares of capital stock which the Corporation shall have authority to
         issue is one hundred thirty-three million (133,000,000) shares divided
         into the following classes:

            (a) One hundred million (100,000,000) shares of Class A Common Stock
         with a par value of one cent ($.01) per share (the "Class A Common
         Stock");

            (b) Thirty million (30,000,000) shares of Class B Common Stock with
         a par value of one cent ($.01) per share (the "Class B Common Stock");
         and

            (c) Three million (3,000,000) shares of Preferred Stock with a par
         value of ten cents ($.10) per share (the "Preferred Stock").

            Each share of Class A Common Stock and each share of Class B Common
         Stock (collectively, the "Common Stock") shall be identical in all
         respects and shall have equal voting powers, preferences and relative
         rights, except as otherwise provided in this Article IV.

      SECOND: The Amendment was duly adopted in accordance with Section 242 of
the General Corporation Law of the State of Delaware at the annual meeting of
the stockholders of the Corporation held June 8, 1999, by the holders of a
majority of the issued and outstanding shares of the Class A Common Stock, by
the holders of a majority of the issued and outstanding shares of the Class B
Common Stock, and by the holders of a majority of the votes entitled to be voted
with respect to the Amendment.

                         * * * * * * * * * * * * * * *

      IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by one of its duly authorized officers this 16 day of
June, 1999.

                                    SONIC AUTOMOTIVE, INC.


                                    By:  /s/ Theodore M. Wright
                                       --------------------------------------
                                           Theodore M. Wright
                                           Vice President - Finance and Chief
                                           Financial Officer


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