Exhibit 3.2

                            CERTIFICATE OF OWNERSHIP
                                       OF
                         LBI INTERMEDIATE HOLDINGS, INC.

               Jose Liberman and Lenard D. Liberman certify that:

                  1. They are the duly elected and acting President and
         Secretary, respectively, of LBI Intermediate Holdings, Inc., a
         California corporation (this "Corporation").

                  2. This Corporation owns 100% of the outstanding shares of LBI
         Media, Inc., a California corporation (the "Subsidiary").

                  3. The Board of Directors of this Corporation has duly adopted
         the following resolutions:

                     "RESOLVED, that this Corporation be merged with and into
               the Subsidiary with the Subsidiary as the surviving corporation,
               effective upon the filing of a Certificate of Ownership with the
               California Secretary of State, and that the Subsidiary shall
               assume all of this Corporation's liabilities pursuant to Section
               1110 of the California Corporations Code (the "Merger").

                     RESOLVED FURTHER, that upon the effectiveness of the
               Merger, all shares of the Subsidiary outstanding immediately
               prior to the merger shall thereupon be canceled.

                     RESOLVED FURTHER, that upon the effectiveness of the
               Merger, each outstanding share of common stock of this
               Corporation shall be converted into one share of common stock of
               the Subsidiary.

                     RESOLVED FURTHER, that the officers of this Corporation be,
               and each of them hereby is, authorized, in the name and on behalf
               of this Corporation, to prepare or cause to be prepared and to
               execute, verify and file or cause to be filed with the Secretary
               of State of the State of California a Certificate of Ownership
               effecting the Merger.

                     RESOLVED FURTHER, that the officers of this Corporation be,
               and each of them hereby is, authorized and empowered to take any
               and all such further actions, to execute and deliver all such
               further instruments, documents, certificates and undertakings in
               the name and on behalf of this Corporation, and to pay fees,
               expenses and costs as are necessary, advisable or appropriate in
               order to carry out the intent and accomplish the purpose of the
               foregoing resolutions."



                  4. The Board of Directors of the Subsidiary has duly adopted
         the following recital and resolution:

                     "WHEREAS, it is proposed that LBI Intermediate Holdings,
               Inc. (the "Parent") be merged with and into this Corporation and
               this Board of Directors has reviewed the resolutions of the Board
               of Directors of Parent electing to effect the Merger.

                     RESOLVED, that the Board of Directors of this Corporation
               hereby approves the Merger of the Parent with and into this
               Corporation."

                  5. The principal terms of the resolutions of the Board of
         Directors of this Corporation electing to effect the Merger are not
         required to be approved by the outstanding shares of any class of stock
         of this Corporation.

                  6. This Certificate of Ownership shall become effective upon
         filing with the California Secretary of State.

               The undersigned each further declares under penalty of perjury
that the matters set out in this Certificate of Ownership are true and correct
of their own knowledge.

                       [Signatures on the Following Page]

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     IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Ownership on July 9, 2002.


                                       /s/ Jose Liberman
                                    -----------------------------
                                    Jose Liberman, President


                                       /s/ Lenard D. Liberman
                                    -----------------------------
                                    Lenard D. Liberman, Secretary

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