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                                                                   EXHIBIT 3.1.1


                              ARTICLES OF AMENDMENT
                                     TO THE
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                 DSI TOYS, INC.


         Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act (the "Act"), the undersigned corporation adopts the following
Articles of Amendment to its Articles of Incorporation ("Articles of
Incorporation"):

                                   ARTICLE ONE

         The name of the corporation (hereinafter called the "Corporation") is
DSI Toys, Inc.

                                   ARTICLE TWO

         At the annual meeting of the shareholders of the Corporation held on
May 24, 1999, the holders of at least two-thirds of the outstanding shares of
the Corporation entitled to vote thereon adopted an amendment to the
Corporation's Amended and Restated Articles of Incorporation whereby Article
Four thereof was amended to read in its entirety as follows:

                                  ARTICLE FOUR

                           The aggregate number of shares that the corporation
                  shall have the authority to issue is 40,000,000 shares,
                  consisting of 35,000,000 shares of Common Stock, par value
                  $0.01 per share, and 5,000,000 shares of Preferred Stock, par
                  value $0.01 per share.

                           The descriptions of the different classes of capital
                  stock of the corporation and the preferences, designations,
                  relative rights, privileges and powers, and the restrictions,
                  limitations and qualifications thereof, of said classes of
                  stock are as follows:


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                                   Division A

                  The shares of Preferred Stock may be divided into and issued
                  in one or more series, the relative rights and preferences of
                  which series may vary in any and all respects. The board of
                  directors of the corporation is hereby vested with the
                  authority to establish series of Preferred Stock by fixing and
                  determining all the preferences, limitations and relative
                  rights of the shares of any series so established, to the
                  extent not provided for in these articles of incorporation or
                  any amendment hereto, and with the authority to increase or
                  decrease the number of shares within each such series;
                  provided, however, that the board of directors may not
                  decrease the number of shares within a series below the number
                  of shares within such series that is then issued. The
                  authority of the board of directors with respect to each such
                  series shall include, but not be limited to, determination of
                  the following:

                           (1) the distinctive designation and number of shares
                           of that series;

                           (2) the rate of dividend (or the method of
                           calculation thereof) payable with respect to shares
                           of that series, the dates, terms and other conditions
                           upon which such dividends shall be payable, and the
                           relative rights of priority of such dividends to
                           dividends payable on any other class or series of
                           capital stock of the corporation;

                           (3) the nature of the dividend payable with respect
                           to shares of that series as cumulative, noncumulative
                           or partially cumulative, and if cumulative or
                           partially cumulative, from which date or dates and
                           under what circumstances;

                           (4) whether shares of that series shall be subject to
                           redemption, and, if made subject to redemption, the
                           times, prices, rates, adjustments and other terms and
                           conditions of such redemption (including the manner
                           of selecting shares of that series for redemption if
                           fewer than all shares of such series are to be
                           redeemed);

                           (5) the rights of the holders of shares of that
                           series in the event of voluntary or involuntary
                           liquidation, dissolution or winding up of the
                           corporation (which rights may be different if such
                           action is voluntary than if it is involuntary),
                           including the relative rights of priority in such
                           event as to the rights of the holders of


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                           any other class or series of capital stock of the
                           corporation;

                           (6) the terms, amounts and other conditions of any
                           sinking or similar purchase or other fund provided
                           for the purchase or redemption of shares of that
                           series;

                           (7) whether shares of that series shall be
                           convertible into or exchangeable for shares of
                           capital stock or other securities of the corporation
                           or of any other corporation or entity, and, if
                           provision be made for conversion or exchange, the
                           times, prices, rates, adjustments and other terms and
                           conditions of such conversion or exchange;

                           (8) the extent, if any, to which the holders of
                           shares of that series shall be entitled (in addition
                           to any voting rights provided by law) to vote as a
                           class or otherwise with respect to the election of
                           directors or otherwise;

                           (9) the restrictions and conditions, if any, upon the
                           issue or reissue of any additional Preferred Stock
                           ranking on a parity with or prior to shares of that
                           series as to dividends or upon liquidation,
                           dissolution or winding up;

                           (10) any other repurchase obligations of the
                           corporation, subject to any limitations of applicable
                           law; and

                           (11) notwithstanding their failure to be included in
                           (1) through (10) above, any other designations,
                           preferences, limitations or relative rights of shares
                           of that series.

                  Any of the designations, preferences, limitations or relative
                  rights (including the voting rights) of any series of
                  Preferred Stock may be dependent on facts ascertainable
                  outside these articles of incorporation.

                  Shares of any series of Preferred Stock shall have no voting
                  rights except as required by law or as provided in the
                  preferences, limitations and relative rights of such series.


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                                   Division B

                           1. Dividends. Dividends may be paid on the Common
                  Stock out of any assets of the corporation available for such
                  dividends subject to the rights of all outstanding shares of
                  capital stock ranking senior to the Common Stock in respect of
                  dividends.

                           2. Distribution of Assets. In the event of any
                  liquidation, dissolution or winding up of the corporation,
                  after there shall have been paid to or set aside for the
                  holders of capital stock ranking senior to the Common Stock in
                  respect of rights upon liquidation, dissolution or winding up
                  the full preferential amounts to which they are respectively
                  entitled, the holders of the Common Stock shall be entitled to
                  receive, pro rata, all of the remaining assets of the
                  corporation available for distribution to its shareholders.

                           3. Voting Rights. The holders of the Common Stock
                  shall be entitled to one vote per share for all purposes upon
                  which such holders are entitled to vote.

                                   Division C

                           1. No Preemptive Rights. No shareholder of the
                  corporation shall by reason of his holding shares of any class
                  have any preemptive or preferential right to acquire or
                  subscribe for any additional, unissued or treasury shares of
                  any class of the corporation now or hereafter to be
                  authorized, or any notes, debentures, bonds or other
                  securities convertible into or carrying any right, option or
                  warrant to subscribe to or acquire shares of any class now or
                  hereafter to be authorized whether or not the issuance of any
                  such shares, or such notes, debentures, bonds or other
                  securities, would adversely affect the dividends or voting or
                  other rights of such shareholder, and the board of directors
                  may issue or authorize the issuance of shares of any class, or
                  any notes, debentures, bonds or other securities convertible
                  into or carrying rights, options or warrants to subscribe to
                  or acquire shares of any class, without offering any such
                  shares of any class, either in whole or in part, to the
                  existing shareholders of any class.

                           2. Share Dividends. Subject to any restrictions in
                  favor of any series of Preferred Stock provided in the
                  relative rights and preferences of such series, the
                  corporation may pay a share dividend in shares of any class or
                  series of capital stock of the corporation to the holders of
                  shares of any class or series of capital stock of the
                  corporation.


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                           3. No Cumulative Voting. Cumulative voting for the
                  election of directors is expressly prohibited as to all shares
                  of any class or series.

                                  ARTICLE THREE

         The number of shares of all classes of capital stock of the Corporation
outstanding at the time of the adoption of the foregoing amendment was
6,506,308, and the number of shares of all such classes entitled to vote thereon
was 6,506,308.

                                  ARTICLE FOUR

         The number of shares of all classes of capital stock of the Corporation
voting for the amendment was 3,770,358, and the number of shares of all such
classes voting against the amendment was 156,400.

         IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment on behalf of the Corporation this 28th day of May, 1999.


                                       DSI TOYS, INC.



                                       By:  /s/  Thomas V. Yarnell
                                          ------------------------------------
                                            Thomas V. Yarnell
                                            Administrative Vice President