Exhibit
3.4




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
THIRTY-FIRST DAY OF OCTOBER A.D 2005 AT 6:42 P.M.






A FILED COPY
OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF
DEEDS.
































3562246    
      8100
              
              
              050889317
            
            /s/
      Harriet Smith Windsor
              Harriet
      Smith Windsor, Secretary of State
              AUTHENTICATION:
      4275437
              
              DATE:
      11-04-05









State
      of Delaware
                Secretary
      of State
                Division
      of Corporations
                Ebliversd06:42
      PM10/31/2005
                FILED
      06:42 PM 10/31/2005
                SRV 050889317 - 3562246FILE
  SECOND
AMENDMENT TO
  CERTIFICATEofINCORPORATIONof
  NATIONAL
LAMPOON, INC.
  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 Incorporation (the "Certificate") of said
Corporation, declaring said amendment to be in the best interests of the
Corporation and its stockholders. The resolutions setting forth the proposed
amendment are substantially as follows:
  NOW,
THEREFORE, BEIT RESOLVED,that the Certificate of Incorporation of the Corporation is hereby
amended by striking out Section 5,2.1 thereof and by substituting in lieu of
said section the following new Section 5,2.1, as follows:
  "Section
5.2,1 DividendRights. The Corporation shall have the right to issue
dividends and make distributions, whether securities or otherwise, whether or
not any shares of the Series 13 Preferred Stock are outstanding; provided,
however, that the Corporation shall not issue any dividends (other than
dividends payable solely in Common Stock) or make any distributions of cash or
other assets until after the Payment Satisfaction Date. To the extent dividends
arc declared and issued by the Corporation prior to the earlier of (i) the date
of a Liquidation Event or (ii) the date on which the Series B Preferred Stock is
converted hereunder, the Corporation shall pay preferential dividends to the
holders of the Series 13 Preferred Stock as provided in this Section 5.2.1.
Dividends shall be paid with shares of Common Stock, Dividends on each share of
the Series B Preferred Stock shall accrue on a daily basis, whether or not
declared, beginning November 1, 2004 and continuing to accrue until the earlier
of (i) the date of a Liquidation Event, or (ii) the date on which such share of
Series B Preferred Stock is converted hereunder, at the rate of 9.0% per annum
on the sum of (i) the Original Purchase Price (as equitably adjusted for any
stock splits, stock dividends, recapitalizations, reverse stock splits or
otherwise to prevent an enlargement or diminution of rights), plus (ii) all
accumulated and unpaid dividends thereon (compounding annually). All accrued and
unpaid dividends on each share of Series B Preferred Stock shall be fully paid
(pro rata and pari passuwith any class or series of preferred securities of the Corporation
entitled to participate pro rata and pari passuas to dividends with the Series B Preferred Stock) before any dividends
on distributions may be issued with respect to any junior Securities. If a share
of Series B Preferred Stock is converted, then upon such conversion arty
accumulated and unpaid dividends on such share of Series B Preferred Stock shall
be paid in the form of Common Stock. The number of shares of Common Stock to be
issued shall be computed atthe price per share equal to the closing price of the Common Stock as
reported by the exchange or regulated quotation service on which the Common
Stock is traded on the trading day immediately prior to the date on which the
Series B Preferred Stock is converted, provided, however, that if no trades are
made on that day, then the number of shares of Common Stock to be issued will be
computed using the closing price on the last day, prior to the date on which the
Series B Preferred Stock
  
  is
converted, on which trades were made and reported. Except as
otherwise provided herein, if at any time the Corporation pays less than the
total amount of dividends then accrued with respect. to the Series BPreferred Stock and any class
or series of preferred securities of the Corporation entitled to participate pro
rata and pari
passuas to dividends or distributions with the Series B Preferred Stock,
such payment shall be distributed ratably among the holders thereof based upon
the aggregate accrued but unpaid dividends on the Series B Preferred Stock and
any class or series of preferred securities of the Corporation entitled to
participate pro rata and pari
passuas to dividends or distributions with the Series B Preferred
Stock."
  Second;That acting by written
consent, the holders of at least a majority of the issued and outstanding shares
of the Corporation's capital stock, including the Series B Preferred Stock,
consented to the foregoing resolutions and this Second Amendment of Certificate
of Incorporation in accordance with Section 228(a) of the Delaware General
Corporation Law,
  Third; That the resolutions and this Second
Amendment of Certificate of Incorporation was duly adopted in accordance with
the provisions of Section 242(b)(1) of the Delaware General Corporation
Law.
  Fourth;That
the capital of said Corporation shall not be reduced under or by reason of said
amendment.
  IN WITNESS WHEREOF,the undersigned Corporation has caused this Second Amendment to
Certificate of Incorporation to be signed by a duly authorized officer as of
October 27, 2005.
   By: /s/Douglas S
      Bennett
                  Douglas S
      Bennett, President