Exhibit 10.12D

                              AMENDMENT NUMBER FOUR
                         TO LOAN AND SECURITY AGREEMENT

                  This  AMENDMENT  NUMBER  FOUR TO LOAN AND  SECURITY  AGREEMENT
(this  "Amendment")  is entered  into as of August 14,  2001,  among the lenders
identified  on the  signature  pages hereof (the  "Lenders"),  FOOTHILL  CAPITAL
CORPORATION, a California corporation,  as the arranger and administrative agent
for the  Lenders  (the  "Agent"),  THE 3DO  COMPANY,  a  California  corporation
("Borrower"),  THE 3DO  COMPANY,  a  Delaware  corporation  ("Parent"),  and 3DO
EUROPE,  LTD., a company incorporated under the laws of England ("UK Sub"), with
reference to the following:

                  WHEREAS,  the  Obligors  have  previously  entered  into  that
certain Loan and Security  Agreement,  dated as of April 6, 2000,  as amended by
that certain  Amendment Number One to Loan and Security  Agreement,  dated as of
June 9,  2000,  by that  certain  Amendment  Number  Two to  Loan  and  Security
Agreement,  dated as of September 18, 2000, and by that certain Amendment Number
Three to Loan  and  Security  Agreement,  dated as of  December  1,  2000 (as so
modified and as otherwise heretofore amended, modified or supplemented from time
to time, the "Agreement"),  with the Lender Group,  pursuant to which the Lender
Group has made  certain  loans and  financial  accommodations  available  to the
Obligors. Terms used herein without definitions shall have the meanings ascribed
to them in the Agreement;

                  WHEREAS,  certain  Events of  Default  have  occurred  and are
continuing;

                  WHEREAS,  the  Obligors  have  requested  that  Agent  and the
Lenders waive such Events of Default and amend the Agreement in accordance  with
the terms and conditions hereof; and

                  WHEREAS,  Agent and the  Lenders  are  willing  to waive  such
Events of  Default  and amend the  Agreement  in  accordance  with the terms and
conditions hereof.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual   covenants   herein   contained,   and  for  other  good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

         1. Amendments To The Agreement.

                           (a) Section 1.1 of the Agreement hereby is amended by
adding the following definition in the proper alphabetical order:

                           "Unrestricted   Cash"  means,   as  of  any  date  of
determination, all cash that is not supporting a Letter of Credit.

                           (b) The  following  definitions  contained in Section
1.1 of the Agreement  hereby are amended and restated in their  entirety to read
as follows:
<PAGE>

                           "Borrower  Seasonal Reserve" means, as of any date of
determination,  an amount  equal to 5% of the gross sales of Borrower for the 45
days immediately  preceding the date of determination  (the percentage amount of
the Borrower  Seasonal Reserve may be adjusted,  at the election of the Agent in
its sole  discretion,  for the 2001/2002  season based upon the actual amount of
Borrower's Dilution during the 2000/2001 season);  provided,  however,  that the
Borrower Seasonal Reserve shall be reduced on a Dollar-for-Dollar basis for each
credit issued by Borrower on or after March 31 immediately following such period
until the Borrower  Seasonal Reserve has been reduced to zero and, in any event,
the Borrower Seasonal Reserve shall be reduced to zero on June 1 of each year.

                           "Tangible  Net  Worth"  means,  as  of  any  date  of
determination, the amount equal to (a) Parent's total consolidated stockholder's
equity, minus (b) all Intangible Assets of Parent and its Subsidiaries.

                           "UK Sub Seasonal  Reserve"  means,  as of any date of
determination, an amount equal to 5% of the gross sales of the UK Sub for the 45
days immediately  preceding the date of determination  (the percentage amount of
the UK Sub Seasonal  Reserve may be adjusted,  at the election of the Agent, for
the  2001/2002  season  based  upon the actual  amount of the UK Sub's  Dilution
during  the  2000/2001  season);  provided,  however,  that the UK Sub  Seasonal
Reserve shall be reduced on a Dollar-for-Dollar  basis for each credit issued by
UK Sub on or after March 31  immediately  following such period until the UK Sub
Seasonal Reserve has been reduced to zero and, in any event, the UK Sub Seasonal
Reserve shall be reduced to zero on June 1 of each year.

                           (c)  Subsections  (a)(x) and (a)(y) of Section 2.1 of
the  Agreement  are hereby  amended and  restated  in their  entirety to read as
follows:

                                    (x) the result of 85% of  Eligible  Borrower
                           Accounts,  minus the amount,  if any, of the Borrower
                           Dilution  Reserve,  minus,  during  the  period  from
                           November  15 to June 1, the  amount,  if any,  of the
                           Borrower Seasonal Reserve, plus

                                    (y) on and  after the UK Sub  Closing  Date,
                           the least of

                                            (i) the  result of 75% of the amount
                                            of Eligible UK Sub  Accounts,  minus
                                            the  amount,  if any,  of the UK Sub
                                            Dilution Reserve,  minus, during the
                                            period  from  November 15 to June 1,
                                            the  amount,  if any,  of the UK Sub
                                            Seasonal Reserve, and

                                            (ii) an  amount  equal to 20% of the
                                            Availability  provided by subsection
                                            (x) above, and

                                            (iii) $10,000,000, minus
<PAGE>

                           (d) Section 6.2 of the  Agreement  is hereby  amended
and restated in its entirety to read as follows:

                           6.2 Collateral Reporting.  Provide Agent (with copies
for each Lender) with the  following  documents at the  following  times in form
reasonably satisfactory to Agent:

========================== =====================================================
Daily                      (a) a sales journal,  collection journal,  and credit
                           register   since  the  last  such   schedule   and  a
                           calculation of the Borrowing Base as of such date,

                           (b) notice of all returns, disputes, or claims,

                           (c) a report of daily cash balances in Obligors' bank
                           accounts summarized from statements  generated by the
                           banks where such accounts are located,
-------------------------- -----------------------------------------------------
Monthly (not later than    (d) a detailed calculation of the Borrowing Base,
the 10th day of each
month)                     (e) a  detailed  aging,  by total,  of the  Accounts,
                           together  with  a  reconciliation   to  the  detailed
                           calculation of the Borrowing Base previously provided
                           to Agent,

                           (f) a summary and detailed listing, by vendor, of the
                           Obligors' accounts payable and any book overdraft,

                           (g) a report of all new  copyrightable  or patentable
                           materials  generated by the Obligors during the prior
                           month  identifying all such  copyrightable  materials
                           that  are  required  to  be  registered  pursuant  to
                           Section 6.19, and  patentable  materials with respect
                           to  which  applications  are  required  to  by  filed
                           pursuant to Section 6.20

                           (h) a detailed listing of all copyright  applications
                           filed and all  copyrights  granted  since the date of
                           the last  report  provided  in  compliance  with this
                           subsection, and

                           (i) a calculation of Dilution for the prior month.
-------------------------- -----------------------------------------------------
Quarterly                  (j) a detailed list of Borrower's customers,
-------------------------- -----------------------------------------------------
Upon request by Agent      (k)  copies  of  invoices  in  connection   with  the
                           Accounts,  credit memos, remittance advices,  deposit
                           slips,  shipping and delivery documents in connection
                           with the Accounts  and, for  Inventory  and Equipment
                           acquired by an Obligor, purchase orders and invoices,

                           (l)  such   information  to  implement  and  continue
                           Agent's electronic collateral reporting system, and
========================== =====================================================
<PAGE>

                           (m) such other reports as to the  Collateral,  or the
                           financial  condition  of an  Obligor,  as  Agent  may
                           reasonably request.
========================== =====================================================

                           (e) Section 7.19 of the  Agreement is hereby  amended
and restated in its entirety to read as follows:

                                    (a)  Tangible  Net Worth.  Fail to  maintain
Tangible  Net  Worth  of not less  than the  required  amount  set  forth in the
following table for the applicable period set forth opposite thereto:

     ------------------------------------------------------------------------
                     Measurement Date         Tangible Net Worth
     ------------------------------------------------------------------------
                         July 2001               $35,500,000
     ------------------------------------------------------------------------
                        August 2001              $30,000,000
     ------------------------------------------------------------------------
                      September 2001             $30,000,000
     ------------------------------------------------------------------------
                       October 2001              $27,000,000
     ------------------------------------------------------------------------
                       November 2001             $38,500,000
     ------------------------------------------------------------------------
                       December 2001             $50,000,000
     ------------------------------------------------------------------------
                       January 2002              $54,500,000
     ------------------------------------------------------------------------
                       February 2002             $58,500,000
     ------------------------------------------------------------------------
                        March 2002               $67,000,000
     ------------------------------------------------------------------------


                                    (b)  Minimum  Liquidity.  Fail  to  maintain
Availability  plus Unrestricted Cash and Cash Equivalents that have been pledged
to Agent and subject to a control agreement (in form and substance  satisfactory
to Agent) in favor of Agent of at least $1,500,000 at any time.

         2. Waiver.

                           (a)  The  Obligors   hereby   acknowledge   that  the
following Events of Default (the  "Designated  Events of Default") have occurred
and are continuing:

                                    (i) In  violation  of Section  3.3(d) of the
Agreement, UK Sub has failed to:
<PAGE>

                                    (a) deliver to Agent a certificate of status
                           (or the  equivalent)  with  respect to UK Sub,  dated
                           within  10 days of the UK Sub  Closing  Date  (but no
                           later than 90 days following the Closing Date),  such
                           certificate to be issued by the  appropriate  officer
                           of the jurisdiction of organization of UK Sub,

                                    (b) deliver to Agent  certificates of status
                           with respect to UK Sub,  each dated within 15 days of
                           the UK Sub  Closing  Date (but no later  than 90 days
                           following the Closing Date),  such certificates to be
                           issued   by   the   appropriate    officer   of   the
                           jurisdictions   in  which  its  failure  to  be  duly
                           qualified  or licensed  would  constitute  a Material
                           Adverse Change,

                                    (c) deliver to Agent  satisfactory  evidence
                           that  UK Sub has  instructed  in  writing  all of its
                           Account Debtors to remit all  Collections  payable in
                           Dollars  into the  applicable  Foreign  Concentration
                           Account,

                                    (d) execute  and deliver  each of the UK Sub
                           Security  Documents and, where  appropriate,  file or
                           record   such    agreements   with   the   applicable
                           Governmental Authority,

                                    (e)  deliver  to  Agent  (i)  duly  executed
                           originals of the UK Sub Security  Documents,  in form
                           and substance  satisfactory  to Agent in its sole and
                           absolute discretion,  and (ii) satisfactory  evidence
                           that the security interests granted in favor of Agent
                           pursuant to the UK Sub Security  Documents  have been
                           duly  perfected  and are  senior in  priority  to all
                           other   liens,   claims,   security   interests,   or
                           encumbrances, except for Permitted Liens, and

                                    (f) enter into lockbox agreements or blocked
                           account  agreements with each of UK Sub's  depositary
                           banks;

                                    (ii) In  violation  of  Section  5.11 of the
                  Agreement,  there  has been a  Material  Adverse  Change  with
                  respect to the Obligors since the date of the latest financial
                  statements  submitted  to the  Lender  Group on or before  the
                  Closing Date; and

                                    (iii) In  violation  of Section  7.19 of the
                  Agreement,  the Obligors failed to maintain Tangible Net Worth
                  of not less than  $40,000,000  from February 2001 through June
                  2001.

                  (b)  Subject to the  receipt by Agent of this  Amendment  duly
executed by the Obligors and the  satisfaction  of the conditions  precedent set
forth in Section 3, and anything in the Agreement or the other Loan Documents to
the contrary notwithstanding,  Agent and the Lenders hereby waive the Designated
Events of Default (the  "Waiver");  provided,  however,  that if the  Designated
Events of Default  contained in Section 2(a)(i) are not cured within thirty (30)
days of the date hereof, the Waiver shall no longer be effective with respect to
such Section.

         3. Conditions  Precedent to Amendment.  The satisfaction of each of the
following,  unless  waived or  deferred by Agent in its sole  discretion,  shall
constitute  conditions precedent to the effectiveness of this Amendment and each
and every provision hereof:
<PAGE>

                  (a) Agent shall have received this Amendment, duly executed by
the parties hereto, and the same shall be in full force and effect;

                  (b) Agent shall have received a certificate from the Secretary
of each  Obligor  attesting  to the  incumbency  and  signatures  of  authorized
officers  of such  Obligor and to the  resolutions  of such  Obligor's  Board of
Directors  authorizing  its  execution  and  delivery  of  this  Amendment,  the
performance of its obligations under this Amendment and the Agreement as amended
by this Amendment,  and authorizing specific officers of such Obligor to execute
and deliver the same;

                  (c) The representations and warranties in this Amendment,  the
Agreement as amended by this  Amendment,  and the other Loan Documents  shall be
true and correct in all  respects on and as of the date hereof as though made on
such date (except to the extent that such  representations and warranties relate
solely to an earlier date);

                  (d) After giving effect to this Amendment, no Default or Event
of Default shall have  occurred and be  continuing on the date hereof,  or shall
result from the consummation of the transactions contemplated herein;

                  (e) No injunction,  writ, restraining order, or other order of
any  nature  prohibiting,  directly  or  indirectly,  the  consummation  of  the
transactions  contemplated  herein shall have been issued and remain in force by
any governmental authority against the Agent or any of the Lenders or Obligors;

                  (f) Agent shall have received,  for the ratable benefit of the
Lenders,  an  amendment  fee as further  described in the Letter  Agreement  (as
defined below);

                  (g) Agent shall have received the letter  agreement,  dated on
or about the date  hereof,  duly  executed  by the parties  hereto (the  "Letter
Agreement"), and the same shall be in full force and effect; and

                  (h) All other  documents and legal matters in connection  with
the  transactions  contemplated  by this Amendment  shall have been delivered or
executed or recorded and shall be in form and  substance  satisfactory  to Agent
and its counsel.

         4.  Representations and Warranties.  Each Obligor hereby represents and
warrants to the Lender Group that (a) the execution,  delivery,  and performance
of this Amendment and of the Agreement, as amended by this Amendment, are within
such  Obligor's  corporate  powers,  have been duly  authorized by all necessary
corporate action,  and are not in contravention of any law, rule, or regulation,
or any order, judgment,  decree, writ,  injunction,  or award of any arbitrator,
court, or governmental  authority,  or of the terms of its charter or bylaws, or
of any  contract  or  undertaking  to which it is a party or by which any of its
properties  may be bound or affected,  and (b) this Amendment and the Agreement,
as amended by this  Amendment,  constitute  such  Obligor's  legal,  valid,  and
binding  obligation,  enforceable  against such Obligor in  accordance  with its
terms,  and (c) this  Amendment  has been duly  executed  and  delivered by such
Obligor.
<PAGE>

         5. Choice of Law. The  validity of this  Amendment,  its  construction,
interpretation and enforcement,  and the rights of the parties hereunder,  shall
be determined  under,  governed by, and construed in accordance with the laws of
the State of California.

         6.  Counterparts;   Telefacsimile  Execution.  This  Amendment  may  be
executed in any number of  counterparts  and by  different  parties and separate
counterparts,  each of which when so executed and delivered,  shall be deemed an
original,  and all of which,  when taken together,  shall constitute one and the
same instrument. Delivery of an executed counterpart of a signature page to this
Amendment by telefacsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.  Any party delivering an executed  counterpart of
this  Amendment  by  telefacsimile   also  shall  deliver  a  manually  executed
counterpart  of this  Amendment  but the failure to deliver a manually  executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Amendment.

         7. Effect on Loan Documents.

                  (a) The  Agreement,  as  amended  hereby,  and the other  Loan
Documents  shall be and remain in full force and effect in  accordance  with its
respective  terms and hereby is ratified  and  confirmed  in all  respects.  The
execution,  delivery,  and  performance of this Amendment  shall not,  except as
expressly set forth  herein,  operate as a waiver of or, except as expressly set
forth herein,  as an amendment of, any right,  power,  or remedy of Agent or any
Lender under the Agreement,  as in effect prior to the date hereof. The waivers,
consents,  and modifications  herein are limited to the specifics hereof,  shall
not apply with respect to any facts or occurrences other than those on which the
same are based, shall not excuse future  non-compliance with the Agreement,  and
shall not  operate as a consent to any further or other  matter,  under the Loan
Documents.

                  (b) Upon and after the  effectiveness of this Amendment,  each
reference in the Agreement to "this Agreement",  "hereunder", "herein", "hereof"
or words of like import  referring to the  Agreement,  and each reference in the
other Loan Documents to "the Agreement",  "thereunder",  "therein", "thereof" or
words of like import  referring to the Agreement,  shall mean and be a reference
to the Agreement as modified and amended hereby.

                  (c) To the extent that any terms and  conditions in any of the
Loan Documents  shall  contradict or be in conflict with any terms or conditions
of the  Agreement,  after  giving  effect  to this  Amendment,  such  terms  and
conditions  are hereby  deemed  modified or amended  accordingly  to reflect the
terms and conditions of the Agreement as modified or amended hereby.

         8.  Further  Assurances.  The  Obligors  shall  execute and deliver all
agreements,  documents,  and instruments,  in form and substance satisfactory to
Agent,  and take all actions as Agent may reasonably  request from time to time,
to perfect and maintain the  perfection  and priority of Agent's or any Lender's
security  interests in the Collateral and to fully  consummate the  transactions
contemplated  under  this  Amendment  and  the  Agreement,  as  amended  by this
Amendment.
<PAGE>

         9.  Entire   Agreement.   This  Amendment,   together  with  all  other
instruments,  agreements, and certificates executed by the parties in connection
herewith  or  with  reference  thereto,  embody  the  entire  understanding  and
agreement  between the parties  hereto and thereto  with  respect to the subject
matter hereof and thereof and supersede  all prior  agreements,  understandings,
and inducements, whether express or implied, oral or written.





                  [Remainder of page intentionally left blank]

<PAGE>


                  IN  WITNESS  WHEREOF,  the  parties  have  entered  into  this
Amendment as of the date first above written.



                          THE 3DO COMPANY,
                          a California corporation



                          By  James Alan Cook
                                             ----------------------------------

                          Title:  Executive Vice President
                                                          ---------------------


                          THE 3DO COMPANY,
                          a Delaware corporation



                          By James Alan Cook
                                            -----------------------------------

                          Title:  Secretary
                                           ------------------------------------


                          3DO EUROPE, LTD.,
                          a corporation organized under the laws of England



                          By Stephen E. Fowler
                                              ---------------------------------

                          Title:  President, 3DO Europe
                                                       ------------------------


                          FOOTHILL CAPITAL CORPORATION,
                          a California corporation



                          By Sheri Fenenbock
                                            -----------------------------------

                          Title:  Vice President
                                                -------------------------------