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                                                                EXHIBIT 3.4


                                                         STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                       DIVISION OF CORPORATION
                                                       FILED 09:00 AM 01/31/1997
                                                          971034629 - 2583237


                               GRAPHIX ZONE, INC.

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF DESIGNATIONS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK

            (Pursuant to Section 242 of the General Corporation Law
                           of the State of Delaware)

                                 -------------

        Graphix Zone, Inc., a Delaware corporation (the "Corporation"), in
accordance with the provisions of Section 103 of the General Corporation Law of
the State of Delaware (the "DGCL") DOES HEREBY CERTIFY:

        That pursuant to authority vested in the Board of Directors of the
Corporation by the Certificate of Incorporation of the Corporation, the Board
of Directors of the Corporation, by unanimous written consent, dated January
__, 1997, adopted a resolution providing for an amendment of the Certificate of
Designations of Series A Convertible Preferred Stock, $.01 par value, as
heretofore amended, which resolution is as follows:

        RESOLVED, that pursuant to authority vested in the Board of Directors
of the Corporation by the Certificate of Incorporation, the Board of Directors
does hereby provide for the amendment of the Certificate of Designations, as
heretofore amended (the "Certificate of Designations"), of Series A Convertible
Preferred Stock, $.01 par value, as follows:

        1.  Section 1 of the Certificate of Designations is hereby amended by
deleting the existing Section 1 in its entirety and substituting in lieu
thereof the following:

        SECTION 1.  DESIGNATION AND AMOUNT. The shares of such series shall be
    designated as "Series A Convertible Preferred Stock" (the "Series A
    Convertible Preferred Stock"), and the number of shares constituting the
    Series A Convertible Preferred Stock shall be 3,500, and shall not be
    subject to increase.
 
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        2.      Section 9(a) of the Certificate of Designations is hereby
amended by deleting the existing Section 9(a) in its entirety and substituting
in lieu thereof the following:

                (a)  CONVERSION AT OPTION OF HOLDER.  The holders of the Series
        A Convertible Preferred Stock may, upon surrender of the certificates
        therefor, convert any or all of their shares of Series A Convertible
        Preferred Stock into fully paid and nonassessable shares of Common Stock
        and such other securities and property as hereinafter provided. At any
        time to and including the day prior to the Mandatory Conversion Date,
        each share of Series A Convertible Preferred Stock may be converted at
        the principal executive offices of the Corporation, the office of any
        transfer agent for the Series A Convertible Preferred Stock, if any, the
        office of any transfer agent for the Common Stock or at such other
        office or offices, if any, as the Board of Directors may designate,
        initially into such number of fully paid and nonassessable shares of
        Common Stock (calculated as to each conversion to the nearest 1/100th of
        a share) determined by dividing (x) the sum of (i) the Conversion
        Amount, (ii) accrued but unpaid dividends to the Conversion Date on the
        share of Series A Convertible Preferred Stock being converted, and (iii)
        accrued but unpaid interest on the dividends on the share of Series A
        Convertible Preferred Stock being converted in arrears to the Conversion
        Date by (y) the lower of (1) the product of the Conversion Percentage
        times the arithmetic average of the Closing Price of the Common Stock on
        the five consecutive trading days immediately preceding the Conversion
        Date or (2) $3.375 (subject to equitable adjustments for stock splits,
        stock dividends, combinations, recapitalizations, reclassifications and
        similar events occurring on or after September 26, 1996), in each case
        subject to adjustment as hereinafter provided (the "Conversion Rate");
        provided, however, that in no event shall any holder be entitled to
        convert any shares of Series A Convertible Preferred Stock in excess of
        that number of shares of Series A Convertible Preferred Stock upon
        conversion of which the sum of (1) the number of shares of Common Stock
        beneficially owned by such holder and any person whose beneficial
        ownership of shares of Common Stock would be aggregated with such
        holder's beneficial ownership of shares of Common Stock for purposes of
        Section 13(d) of the Securities Exchange Act of 1934, as




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        amended (the "Exchange Act"), and Regulation 13D-G thereunder (each a
        "Restricted Person" and collectively, the "Restricted Persons") (other
        than shares of Common Stock deemed beneficially owned through the
        ownership of unconverted shares of Series A Convertible Preferred Stock
        and unexercised Warrants) and (2) the number of shares of Common Stock
        issuable upon the conversion of the number of shares of Series A
        Convertible Preferred Stock with respect to which the determination in
        this proviso is being made, would result in beneficial ownership by any
        Restricted Person of more than 4.9% of the outstanding shares of Common
        Stock. For purposes of the proviso to the immediately preceding
        sentence, beneficial ownership shall be determined in accordance with
        Section 13(d) of the Exchange Act and Regulation 13D-G thereunder,
        except as otherwise provided in clause (1) of the proviso to the
        immediately preceding sentence. The "Conversion Price" shall be equal to
        the Conversion Amount divided by the Conversion Rate.

        3.      The third paragraph of Section 9(c)(3) of the Certificate of
Designations is hereby amended by deleting the existing third paragraph of
Section 9(c)(3) in its entirety and substituting in lieu thereof the following:

                The right of the holders of Series A Convertible Preferred Stock
        to convert their shares shall be exercised by delivering (which may be
        done by telephone line facsimile transmission) to the Corporation or its
        agent, as provided above, a written notice, duly signed by or on behalf
        of the holder, stating the number of shares of Series A Convertible
        Preferred Stock to be converted. If a holder of Series A Convertible
        Preferred Stock elects to convert any shares of Series A Convertible
        Preferred Stock in accordance with section 8(a), such holder shall not
        be required to physically surrender the certificate(s) representing such
        shares of Series A Convertible Preferred Stock to the Corporation unless
        all of the shares of Series A Convertible Preferred Stock represented
        thereby are so converted. Each holder of shares of Series A Convertible
        Preferred Stock and the Corporation shall maintain records showing the
        number of shares so converted and the dates of such conversions or
        shall use such other method, satisfactory to such holder and the
        corporation, so as to not require physical surrender of such
        certificates upon each such conversion. In the event of any dispute or
        discrepancy, such records of the


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                Corporation shall be controlling and determinative in the
                absence of manifest error. Notwithstanding the foregoing, if
                any shares of Series A Convertible Preferred Stock evidenced by
                a particular certificate therefor are converted as aforesaid,
                the holder of Series A Convertible Preferred Stock may not
                transfer the certificate(s) representing such shares of Series A
                Convertible Preferred Stock unless such holder first physically
                surrenders such certificate(s) to the Corporation, whereupon the
                Corporation will forthwith issue and deliver upon the order of
                such holder of shares of Series A Convertible Preferred Stock
                new certificate(s) of like tenor, registered as such holder of
                shares of Series A Convertible Preferred Stock (upon payment by
                such holder of shares of Series A Convertible Preferred Stock of
                any applicable transfer taxes) may request, representing in the
                aggregate the remaining number of shares of Series A Convertible
                Preferred Stock represented by such certificate(s). Each holder
                of shares of Series A Convertible Preferred Stock, by acceptance
                of a certificate for such shares, acknowledges and agrees that
                (1) by reason of the provisions of this paragraph and Section
                8(d)(1), following conversion of any shares of Series A
                Convertible Preferred Stock represented by such certificate, the
                number of shares of Series A Convertible Preferred Stock
                represented by such certificate may be less than the number of
                shares stated on such certificate and the number of shares of
                Common Stock from the Maximum Share Amount (as defined herein)
                allocated to the shares of Series A Convertible Preferred Stock
                represented by such certificate for purposes of conversion of
                such shares may be less than the number thereof on such
                certificate and (2) the Corporation may place a legend on the
                certificates of shares of Series A Convertible Preferred Stock
                which refers to or describes the provisions of this paragraph.
                The Corporation shall pay any tax arising in connection with any
                conversion of shares of Series A Convertible Preferred Stock
                except that the Corporation shall not, however be required to
                pay any tax which may be payable in respect of any transfer
                involved in the issue and delivery upon conversion of shares of
                Common Stock or other securities or property in a name other
                than that of the holder of the shares of the Series A
                Convertible Preferred Stock being converted, and the Corporation
                shall not be required to issue or deliver any such shares or
                other securities or property unless and until the person or
                persons requesting the issuance thereof



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                shall have paid to the Corporation the amount of any such tax or
                shall have established to the satisfaction of the Corporation
                that such tax has been paid.








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                IN WITNESS WHEREOF, Graphix Zone, Inc. has caused its corporate
seal to be hereunto affixed and this certificate to be signed by Norman H.
Block, its President, as of the 31 day of January, 1997.




                                        By:  /s/  N. H. BLOCK
                                           -----------------------------
                                                  Norman H. Block
                                                  President




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