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                                                                     EXHIBIT 4.4


       AMENDMENT NO. 1 TO THE INFOGRAMES, INC. 2000 STOCK INCENTIVE PLAN

                              AMENDMENT NUMBER ONE
                                     TO THE
                   INFOGRAMES, INC. 2000 STOCK INCENTIVE PLAN

     Amendment made this 3rd day of November, 2000, by Infogrames, Inc. (the
"Company"), a Delaware corporation.

                                  WITNESSETH:

     WHEREAS, the Company established the Infogrames, Inc. 2000 Stock Incentive
Plan ("Plan") on June 27, 2000, which was subsequently approved by the
stockholders of the Company on July 25, 2000; and

     WHEREAS, the Company desires to amend the Plan, subject to stockholder
approval, to (i) increase the number of authorized shares of common stock of the
Company, par value $.01 per share ("Common Stock") which may be issued pursuant
to Awards granted under the Plan; (ii) increase the annual per person maximum
number of Awards that may be granted thereunder; and (iii) merge the Company's
1995 and 1997 Stock Incentive Plans with and into the Plan; and

     WHEREAS, the Plan may be amended by the Company pursuant to the provisions
of Section 3.1.1 thereof.

     NOW, THEREFORE, the Plan is hereby amended, effective as of November 3,
2000, as set forth herein.

                                   ARTICLE 1

                                    GENERAL

     1. The first sentence of Section 1.5.1 of the Plan is hereby amended to
read as follows:

          "1.5.1 The total number of shares of common stock of the Company, par
     value $.01 per share ("Common Stock"), which may be transferred pursuant to
     awards granted under the Plan will be 13,308,345 shares (which includes an
     aggregate of 895,239 shares remaining available for grant under the
     Company's 1995 and 1997 Stock Incentive Plans pursuant to Section 1.5.5, as
     described below), and may be increased annually, commencing January 1, 2001
     at the discretion of the Board, by an amount up to 1% of the shares of
     Common Stock then outstanding."

     2. Section 1.5.2 of the Plan is hereby amended to read as follows:

          "1.5.2 The total number of shares of Common Stock with respect to
     which stock options and stock appreciation rights may be granted to any one
     employee of the Company or any of its subsidiaries during any one-year
     period will not exceed 1,500,000."

     3. A new Section 1.5.5 is hereby added to the Plan to read as follows:

          "1.5.5 The Company's 1995 Stock Incentive Plan (formerly known as the
     GT Interactive Software Corporation 1995 Stock Incentive Plan) and 1997
     Stock Incentive Plan (formerly known as the GT Interactive Software
     Corporation 1997 Stock Incentive Plan) shall be merged into and become a
     part of the Plan and shall cease their independent existence. The 524,954
     shares of Common Stock of the Company which remain available for grant
     under the Company's 1995 Stock Incentive Plan and the 370,285 shares of
     Common Stock of the Company which remain available for grant under the
     Company's 1997 Stock Incentive Plan shall be merged into the Plan, and all
     such shares shall hereafter be available for issuance pursuant to Awards
     granted under the Plan; provided, however, that except as otherwise
     permitted by applicable law, no Awards shall be made with respect to any
     shares attributable to the 1995 Plan after February 23, 2005, and no Awards
     shall be made with respect to any shares attributable to the 1997 Plan
     after April 30, 2007."

     IN WITNESS WHEREOF, this Amendment has been executed the day and year first
above written.

                                          INFOGRAMES, INC.

                                          By:
                                          --------------------------------------

                                          Its:
                                          --------------------------------------

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