EXHIBIT 3.1 (E)


                           CERTIFICATE OF AMENDMENT TO
                      RESTATED CERTIFICATE OF INCORPORATION
                              OF AJAY SPORTS, INC.


      Ajay  Sports,  Inc., a  corporation  organized  and existing  under and by
virtue of the  General  Corporation  Law of the State of  Delaware,  DOES HEREBY
CERTIFY:

      FIRST:  That at a meeting of the Board of Directors of Ajay Sports,  Inc.,
      resolutions  were duly adopted  setting forth a proposed  amendment to the
      Restated Certificate of Incorporation of said corporation,  declaring said
      amendment to be advisable  and calling a meeting of  stockholders  of said
      corporation for consideration  thereof.  The resolution  setting forth the
      proposed amendment is as follows:

      RESOLVED,  that the Restated  Certificate of Incorporation of Ajay Sports,
      Inc.,  as  amended  to date,  shall be  amended  by  changing  the  Fourth
      Paragraph thereof so that said paragraph shall be and read as follows:

                                      4.

      The  authorized  capital  stock of the  Corporation  shall  consist of One
      Hundred Million  (100,000,000)  shares of One Cent ($.01) par value common
      stock   (hereinafter   called  the  "Common   Stock"),   and  Ten  Million
      (10,000,000)   shares  of  One  Cent  ($.01)  par  value  preferred  stock
      (hereinafter called the "Preferred Stock").

      Pursuant  to  Section  151(a)  of the  Delaware  General  Corporation  Law
      ("DGCL"),  the Board of Directors is expressly authorized and empowered to
      divide any or all of the shares of common  stock  and/or  preferred  stock
      into series and,  within the  limitations  set for the in the DGCL, to fix
      and determine  the relative  rights and  preferences  of the shares of any
      series established.

      Simultaneously  with the effective date of this amendment (the  "Effective
      Date"),  23,274,039 shares of Common Stock outstanding,  192,875 shares of
      Common Stock held in treasury,  815,833  shares  issued and held in escrow
      for future  delivery or  cancellation,  11,252,371  shares of Common Stock
      reserved for  conversion  of the  Company's  outstanding  12,500 shares of
      Series B 8% Cumulative  Convertible  Preferred Stock and 296,170 shares of
      Series C 10% Cumulative  Convertible Preferred Stock and 17,491,570 shares
      of Common  Stock  reserved  for the grant of  options  and/or  subject  to
      outstanding options immediately prior to the Effective Date ("Old Shares")
      shall  automatically  and  without  any  action on the part of the  holder
      thereof be reverse  split on a 1-for-6 basis so that each Old Share issued
      and   outstanding   immediately   prior  to  the   Effective   Date  shall
      automatically be converted into and  reconstituted as one-sixth of a share
      ("New Shares") of Common Stock (the "Reverse Split"). The par value of the
      New Shares  shall be $.01 per  share.  Fractional  shares of Common  Stock
      shall exist to the extent that Old Shares are not evenly divisible by six.



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                                       -2-

      SECOND: That thereafter, pursuant to resolution of its Board of Directors,
      a meeting of the  stockholders  of said  corporation  was duly  called and
      held,  upon written  notice in accordance  with Section 322 of the General
      Corporation  Law of the State of Delaware at which  meeting the  necessary
      number  of  shares  as  required  by  statute  were  voted in favor of the
      amendment.

      THIRD:  That said  amendment  was duly  adopted in  accordance  with the
      provisions  of Section 242 of the General  Corporation  Law of the State
      of Delaware.

IN WITNESS WHEREOF,  Ajay Sports, Inc., has caused this certificate to be signed
by Gerald Raskin, its Assistant Secretary, this 11th day of August, 1998.

                                          AJAY SPORTS, INC.


                                       By
                                         ---------------------------------
                                         Gerald Raskin, Assistant Secretary