Exhibit 10.47

                           SECOND AMENDMENT OF LEASE
                           -------------------------

This Second Amendment of Lease is entered into by and between TDC Dallas
Partners No. 2, Ltd., (hereinafter referred to as "Landlord") and Monitronics
International, Inc., referred to as "Tenant").

WHEREAS, Monitronics International, Inc, is the rightful Owner of Tenant's
interest in that certain Commercial Lease Agreement dated December 4, 1991, (the
"Lease"), by and between TDC Dallas Partners No. 2, Ltd (as Landlord) and My
Alarm, Inc., (Original Tenant) pursuant to that certain Assignment, Assumption
and Consent Agreement dated October 21, 1994.

WHEREAS, Landlord and Original Tenant entered into that certain Lease dated
December 4, 1991 and amended by that certain First Amendment of Lease dated
February 17, 1997, (the "Lease") pursuant to which Landlord leased to Original
Tenant approximately 8,037 square feet of premises located at 12801 Stemmons
Freeway, Suite 821, Farmers Branch, Texas (the "Leased Premises").

WHEREAS, Tenant desires to exercise its Option 1, expansion into approximately
1,936 square feet (the "Expansion Space I"), also known as Suite 825, as set
forth in paragraph 6 of the First Amendment of Lease.

Now, therefore, in consideration of the mutual covenants herein contained and
$10.00 and other good and valuable consideration, it is covenanted and agreed
between the parties that the Lease be modified and amended as follows:

1.   Total square footage of the Leased Premises is hereby amended to reflect
     9,973 square feet.

2.   Effective February 1, 1998, and provided that the current occupant of Suite
     825 has vacated the premises, Tenants Base Rent Schedule as set forth in
     paragraph 2 of the First Amendment of Lease shall be changed to the
     following Base Rent Schedule:

     February 1, 1998   -   February 29, 2000   @ $6,234.00 per month
     March 1, 2000      -   February 28, 2002   @ $6,649.00 per month
     March 1, 2002      -   February 29, 2004   @ $7,480.00 per month

3.   In the event that Tenant is able to occupy Expansion Space I (suite #825),
     prior to February 1, 1998 (due to the early termination of the tenant
     currently occupying suite #825), the Base Rent for the entire 9,975 square
     feet would be $6,234.00 per month for the interim period. Beginning
     February 1, 1998, the rent schedule would be the amounts stated in
     paragraph 2 above.

4.   Landlord shall provide five thousand eight hundred and eight and no/100
     dollars ($5,808.00) remodeling allowance, as set forth in paragraph 6(ii)
     ("Option 1") of the First Amendment of Lease.

5.   In the event of conflict between this Second Amendment of Lease and the
     Lease, the terms of this Second Amendment of Lease shall prevail.

6.   Except as modified herein, all other terms and conditions of the Lease
     between the parties above described shall continue in full force and
     effect.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment of
Lease as of the date last stated below.

LANDLORD:                                TENANT:
TDC Dallas Partners No. 2, Ltd.          Monitronics International, Inc.


By: /s/ Mark M. Anderson                 By: /s/ James R. Hull
    ----------------------------------       ----------------------------------
        Mark M. Anderson                         James R. Hull

Its: Vice President                      Its: C.E.O. & President
     TOLD Corporation
     General Partner

Date: 9/17/97                            Date: September 12, 1997