Exhibit 3(c)

                           CERTIFICATE OF AMENDMENT
                                      OF
                    RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                     NOISE CANCELLATION TECHNOLOGIES,INC.

NOISE   CANCELLATION   TECHNOLOGIES,   INC.,   a   Delaware   corporation   (the
"Corporation") hereby certifies as follows:

 ......FIRST:  That the Board of  Directors of the  Corporation,  at a meeting of
such Board held on June 11, 1998,  adopted a resolution  proposing and declaring
advisable the following  amendment to the Restated  Certificate of Incorporation
of the Corporation,  and declaring that such proposed amendment be submitted for
consideration by the stockholders of the Corporation entitled to vote in respect
thereof. The resolution setting forth the proposed amendment is as follows:

 ......      "RESOLVED, that paragraph (a) of Article IV of the Restated
Certificate of Incorporation of the Corporation, be amended to read as
follows:

 ......      `(a) Authorized Shares.  The total number of shares of stock
which the Corporation shall have authority to issue is 265,000,000 which
shall consist of 255,000,000 shares, $0.01 par value, designated as Common
Stock and 10,000,000 shares, $.10 par value, designated as Preferred Stock.'"

 ......SECOND:  Paragraph  (a) of  Article  IV of  the  Restated  Certificate  of
Incorporation,  relating to the  capitalization  of the  Corporation,  is hereby
deleted and amended to read in its entirety as follows:

 ......      "(a) Authorized Shares.  The total number of shares of stock
which the Corporation shall have authority to issue is 265,000,000 which
shall consist of 255,000,000 shares, $.01 par value, designated as Common
Stock and 10,000,000 shares, $.10 par value, designated as Preferred Stock."

 ......THIRD:  That the Board of  Directors of the  Corporation,  at a meeting of
such Board held on June 22, 1998,  adopted a resolution  proposing and declaring
advisable the following  amendment to the Restated  Certificate of Incorporation
of the Corporation,  and declaring that such proposed amendment be submitted for
consideration by the stockholders of the Corporation entitled to vote in respect
thereof. The resolution setting forth the proposed amendment is as follows:

 ......      "RESOLVED that Article I of the Restated Certificate of
Incorporation of the Corporation be amended to read as follows:

 ......      `Article I

 ......      The name of the Corporation (hereinafter referred to as the
`Corporation') is `NCT Group, Inc.'"

 ......FOURTH:  Article I of the Restated Certificate of Incorporation,  relating
to the name of the  Corporation,  is hereby  deleted  and amended to read in its
entirety as follows:

 ......      "Article I

 ......      The name of the Corporation (hereinafter referred to as the
`Corporation') is `NCT Group, Inc.'"

 ......FIFTH:  The two  amendments  effected  herein  have been  approved  by the
holders of at least a majority of all the outstanding  shares of the Corporation
entitled  to  vote  thereon  at  the  Annual  Meeting  of  Stockholders  of  the
Corporation held on October 20, 1998.

 ......SIXTH:  The two amendments effected herein were duly adopted in accordance
with the applicable  provisions of Section 242 of the General Corporation Law of
the State of Delaware.

 ......IN WITNESS WHEREOF, Noise Cancellation Technologies, Inc. has caused
this Certificate of Amendment to be signed by Michael J. Parrella, its
President, and attested to by John B. Horton, its Secretary, this 20th day of
October, 1998.


 ......ATTEST:                       Noise Cancellation Technologies, Inc.

By:.../s/ JOHN B. HORTON            By:   /s/ MICHAEL J. PARRELLA 
      ------------------                  -----------------------
      John B. Horton, Secretary           Michael J. Parrella, President