Exhibit
4.2
  Delaware
 The
First State
     I, HARRIET SMITH
WINDSOR, SECRETARY OF STATE OF THE STATE OFDELAWARE, DO HEREBY CERTIFY THE
ATTACHED IS A TRUE AND
   CORRECTCOPY OF THE CERTIFICATE OF AMENDMENT
OF " NATIONAL LAMPOON, INC."
   FILED IN THIS OFFICE ON THE
FOURTEENTH DAY OF NOVEMBER, A..D. 2005 AT 10:17 O'CLOCK
A..M.
   A FILED COPY
OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF
DEEDS.
                3562246    
      8100
                
                
                050923582
              
              /s/
      Harriet Smith Windsor
                Harriet
      Smith Windsor, Secretary of State
                AUTHENTICATION:
      429423
                
                DATE:
      11-14-05








State
      of relaware
              Secretaryof
      State
              Division
      ofCorporations
              Delivered 10:17 AM11/14/2005
              FILED10:17
      AM 11/14/2005
              SRV 050923582
      - 3562246FILE






AMENDMENT
NO.I
 OF
 CERTIFICATE
OF DESIGNATIONS,
 PREFERENCES,
RIGHTS AND LIMITATIONS
 (SERIES
C CONVERTIRLE PREFERRED STOCK)
  First; The Board of Directors of National
Lampoon, Inc., a Delaware corporation (the "Corporation"), duly adopted
resolutions setting forth the proposed amendment to the Certificate of
Designations, Preferences, Rights and Limitations (Series C Convertible
Preferred Stock) or said Corporation, declaring said amendment to be in the best
interestsof
the Corporation and its stockholders. Theresolutions
settingforth the
proposed amendment are substantially asfollows:
  NOW, THEREFORE, BE IT RESOLVE.%that there shall be added to the Certificate ofDesignations, Preferences,
Rights and Limitations (Series C Convertible PrcfeiTed Stock) the following
paragraph, which shall follow the paragraph titled "Common Stock":
  "Conversion Price" refers to the method by
      which the number of shares ofCommon
      Stock to be issued upon payment of dividends is computed and meansan
      amount equal to the closing price of the CommonStock as reported by theexchange
      or regulated quotation service on which the Common Stock istraded onthe
      trading day immediately prior to the date on which the Series C PreferredStock
      is converted, provided, however, that ifno trades arc made on that day, thenthe
      number of shares to be issued willbe
      computed usingthe closing price on thelast
      day, priorto the date on which the Series C Preferred Stock is converted, onwhich
      trades weremade and reported. The "Conversion Price" does not refer to,and
      isnot the method by
      which, the number of shares of Common Stock to beissued
      upon conversion of the Series C Preferred Stock is
      computed.
  Second: That acting bywritten consent,
the holders of at least a majority of the issued and outstanding shares of the
Corporation's capital stock, including the Series C Preferred Stock, consented
to the foregoingresolutions and to this First Amendment of Certificate of Designations,
Preferences, Rights and Limitations (Series C Convertible Preferred Stock) in
accordance with Section 228(a) of the Delaware General Corporation
Law.
  Third: That the resolutions and this First
Amendment of Certificate of Designations, Preferences, Rightsand
Limitations (Series C Convertible Preferred Stock) was duly adopted hi
accordance with the provisions of Section 242(b)(I) of the Delaware General
Corporation Law,
  IN WITNESS WHEREOF,the
undersigned Corporation has caused this First Amendment to Certificate of
Designations, Preferences, Rights and Limitations (SeriesC
Convertible Preferred Stock) to be signed by a duly authorized officer as of
October 27, 2005.
  By: /s/ Douglas S.
Bennett
 Douglas
S. Bennett, President