

                                    EXHIBIT 2
                                    ---------

                                 AMENDMENT NO. 1
                                       TO
                        PREFERRED SHARES RIGHTS AGREEMENT


         This Amendment No. 1 to Preferred  Shares Rights  Agreement,  effective
July 14, 1998,  amends that  certain  Preferred  Shares  Rights  Agreement  (the
"Rights  Agreement"),  dated as of  September  13, 1996 between  Accom,  Inc., a
Delaware corporation (the "Company"), and the U.S. Stock Transfer Corporation, a
California banking corporation (the "Rights Agent").

         On July 14,  1998,  the  Company's  Board of  Directors  authorized  an
amendment  of the  Rights  Agreement  to allow a  certain  investor  to  acquire
additional  shares  of  Common  Stock  so  as to  bring  such  investor's  total
shareholdings to not more than 2,500,000 shares.

         NOW, THEREFORE, the parties hereby agree as follows:
         1. Section 1(a) of the Rights  Agreement is hereby amended and restated
to read in full as follows:

                  (a)  "Acquiring  Person"  shall  mean any Person who or which,
together  with  all  Affiliates  and  Associates  of such  Person,  shall be the
Beneficial Owner of 15% or more of the Common Shares then outstanding, but shall
not include the Company,  any Subsidiary of the Company or any employee  benefit
plan of the Company or of any  Subsidiary of the Company,  or any entity holding
Common Shares for or pursuant to the terms of any such plan. Notwithstanding the
foregoing,  no  Person  shall be deemed to be an  Acquiring  Person:  (i) as the
result of an acquisition of Common Shares by the Company which,  by reducing the
number of  shares  outstanding,  increases  the  proportionate  number of shares
beneficially  owned by such  Person to 15% or more of the  Common  Shares of the
Company then outstanding;  provided,  however, that if a Person shall become the
Beneficial  Owner  of 15% or more  of the  Common  Shares  of the  Company  then
outstanding  by reason of share  purchases by the Company and shall,  after such
share  purchases by the Company,  become the Beneficial  Owner of any additional
Common  Shares  of the  Company,  then  such  Person  shall be  deemed  to be an
Acquiring Person, or (ii) if within eight days after such Person would otherwise
become an Acquiring  Person (but for the  operation of this clause  (ii)),  such
Person notifies the Board of Directors that such Person did so inadvertently and
within two days after such notification,  such Person is the Beneficial Owner of
less than 15% of the  outstanding  Common  Shares.  In  addition,  (1) El Dorado
Ventures  shall not be deemed to be an Acquiring  Person so long as such Person,
together  with  all  Affiliates  and  Associates  of such  Person,  shall be the
Beneficial  Owner of not more than 1,063,593  Common Shares (as adjusted for any
future stock splits, stock dividends,  recapitalizations or the like) (including
all Common Shares beneficially owned by such Person as of July 14, 1998).and (2)

<PAGE>

Michael  Luckwell shall not be deemed to be an Acquiring  Person so long as such
Person, together with all Affiliates and Associates of such Person, shall be the
Beneficial  Owner of not more than 2,500,000  Common Shares (as adjusted for any
future stock splits, stock dividends,  recapitalizations or the like) (including
all Common Shares beneficially owned by such Person as of July 14, 1998).


         2. All references in the Rights Agreement to the Rights Agreement shall
be deemed to refer to the Rights Agreement, as amended by this Amendment.

         3. This  Amendment  may be executed in any number of  counterparts  and
each of such  counterparts  shall for all  purposes be deemed to be an original,
and all such counterparts shall together constitute one and the same instrument.

         The parties hereto have caused this Amendment No. 1 to Preferred Shares
Rights Agreement to be duly executed as of the day and year first above written.

                                   ACCOM, INC.

                                   By:  /s/ Junaid Sheikh
                                       -----------------------------------------
                                           Junaid Sheikh
                                           President and Chief Executive Officer


                                   U.S. STOCK TRANSFER CORPORATION

                                   By:  /s/ Richard C. Brown
                                       -----------------------------------------
                                   Name:   Richard C. Brown

                                   Title:    Vice President

