Exhibit 10.12B

                             AMENDMENT NUMBER TWO TO
                           LOAN AND SECURITY AGREEMENT


THIS AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this "Amendment"),  is
entered  into as of August  ___,  2000,  among  the  lenders  identified  on the
signature pages hereof (individually and collectively, the "Lenders"),  FOOTHILL
CAPITAL CORPORATION, a California corporation, as agent for the Lenders (in such
capacity,  together with its successors in such capacity, "Agent"; together with
the  Lenders,  individually  and  collectively,  the  "Lender  Group"),  THE 3DO
COMPANY, a California corporation ("Borrower"),  and THE 3DO COMPANY, a Delaware
corporation  ("Parent"),  and 3DO EUROPE, LTD., a company incorporated under the
laws of England ("UK Sub";  together with Borrower and Parent,  individually and
collectively,   jointly  and  severally,  "Obligors"),  with  reference  to  the
following facts:

WHEREAS,  the Lender  Group and  Obligors  are parties to that  certain Loan and
Security  Agreement,  dated as of April 6,  2000  (as  amended  by that  certain
Amendment Number One to Loan and Security  Agreement,  dated as of June 9, 2000,
and as  otherwise  amended,  restated,  or  modified  from  time  to  time,  the
"Agreement");

WHEREAS,  Obligors has  requested  that the Lender Group amend the Agreement to,
among other things, permit Borrower to incur Indebtedness to Mr. Trip Hawkins in
an aggregate principal amount of up to $20,000,000; and

WHEREAS,  the Lender Group is willing to so amend the  Agreement  in  accordance
with the terms and conditions hereof.

NOW,  THEREFORE,  in consideration of the above recitals and the mutual promises
contained herein, the Lender Group and Obligors hereby agree as follows:

   Defined Terms. All capitalized terms used herein and not otherwise defined
             herein shall have the meanings ascribed to them in the
                         Agreement, as amended hereby.
                          Amendments to the Agreement.

Section  1.1 of the Loan  Agreement  hereby is amended  by adding the  following
definitions thereto or amending and restating the following definitions in their
entirety, as applicable:

                           "Hawkins"  means  Mr.  Trip  Hawkins,  an  individual
                  residing in California.

                           "Hawkins Subordination  Agreement" means that certain
                  Subordination  Agreement,  dated as of August ___, 2000, among
                  Obligors, Agent, and Hawkins.

                           "Hawkins   Subordinated   Note"  means  that  certain
                  [Convertible  Promissory Note] dated August ___, 2000,  issued
                  by Parent to Hawkins.

                           "Second   Amendment"  means  that  certain  Amendment
                  Number Two to Loan and Security Agreement,  dated as of August
                  ___, 2000, among Lenders, Agent and Obligors.

                           "Second  Amendment  Effective Date" means the date on
                  which all of the conditions to the effectiveness of the Second
                  Amendment  set forth in Section 5 thereof have been  fulfilled
                  to the satisfaction of Agent.

Section 7.1(f) of the Loan Agreement hereby is amended by (i) deleting the final
"and" in clause  (iii) of such  section,  (ii)  deleting the final ";" in clause
(iv) of such section and inserting ", and" in lieu thereof, and (iii) adding the
following to such section as a new clause (v):

                           (v)  during  the  period  from the  Second  Amendment
                  Effective  Date to November 15, 2000,  by Parent to Hawkins in
                  an  aggregate  amount not to exceed  $20,000,000  plus accrued
                  interest  thereon,  to the extent  that such  Indebtedness  is
                  subject to the Hawkins Subordination Agreement;

Section 8 of the Loan Agreement hereby is amended by (i) deleting the final "or"
in Section  8.11,  (ii) deleting the final "." in Section 8.12 and inserting ";"
in lieu thereof,  (iii)  deleting the final "." in Section 8.13 and inserting ";
or" in lieu thereof, and (iv) inserting the following at the end of such section
as a new Section 8.14:

                           8.14  If,  on  or  before   November  15,  2000,  the
                  Indebtedness  of Parent  under the Hawkins  Subordinated  Note
                  shall have not been  converted  into common Stock of

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                  Parent in  accordance  with the terms  thereof.Representations
                  and Warranties. Each Obligor hereby represents and warrants to
                  the Lender Group that:

the execution, delivery, and performance of this Amendment and of the Agreement,
as amended by this Amendment,  are within its corporate  powers,  have been duly
authorized by all necessary  corporate  action,  and are not in contravention of
any law, rule, or regulation, or any order, judgment,  decree, writ, injunction,
or award of any arbitrator, court, or governmental authority, or of the terms of
its charter or bylaws,  or of any contract or undertaking to which it is a party
or by which any of its properties  may be bound or affected,  this Amendment and
the Agreement, as amended by this Amendment, constitute Borrower's legal, valid,
and binding  obligation,  enforceable  against  Borrower in accordance  with its
terms.

Reaffirmation  of Guaranties.  Parent hereby confirms and agrees that the Parent
Guaranty  is, and shall  continue  to be, in full force and effect and is hereby
ratified and confirmed in all respects.  UK Sub hereby  confirms and agrees that
the UK Sub Guaranty  is, and shall  continue to be, in full force and effect and
is hereby ratified and confirmed in all respects.

Conditions Precedent to Amendment. The satisfaction of each of the following, on
or before  August  ___,  2000,  shall  constitute  conditions  precedent  to the
effectiveness of this Amendment:

Agent shall have received the following documents,  duly executed, and each such
document shall be in full force and effect:

                               this Amendment, and
                      the Hawkins Subordination Agreement.

Agent shall have  received a copy of the executed  Subordinated  Note,  together
with all other instruments,  documents,  and agreements executed or entered into
in  connection  therewith,  in each case,  certified  by an officer of Parent as
being true, correct,  and complete,  and the same shall be in form and substance
satisfactory to Agent.

The representations  and warranties in this Amendment,  the Agreement as amended
by this Amendment, and the other Loan Documents shall be true and correct in all
respects on and as of the date  hereof,  as though made on such date  (except to
the extent that such  representations and warranties relate solely to an earlier
date);

No Event of Default or event  which with the giving of notice or passage of time
would  constitute  an Event of Default  shall have occurred and be continuing on
the date hereof,  nor shall  result from the  consummation  of the  transactions
contemplated herein;

No  injunction,   writ,   restraining  order,  or  other  order  of  any  nature
prohibiting,  directly  or  indirectly,  the  consummation  of the  transactions
contemplated  herein  shall  have  been  issued  and  remain  in  force  by  any
governmental authority against Borrower or the Lender Group;

Agent shall have received,  for the ratable benefit of Lenders, an amendment fee
of $5,000,  which fee shall be fully earned and  non-refundable  when paid,  and
which Fee Borrower  hereby directs and authorizes  Agent to charge to Borrower's
Loan Account immediately upon execution of this Amendment; and

All other  documents  and legal  matters  in  connection  with the  transactions
contemplated by this Amendment shall have been delivered or executed or recorded
and shall be in form and substance satisfactory to Agent and its counsel.

                                 Miscellaneous.

Upon the  effectiveness  of this  Amendment,  each reference in the Agreement to
"this  Agreement",  "hereunder",  "herein",  "hereof"  or words  of like  import
referring to the  Agreement  shall mean and refer to the Agreement as amended by
this Amendment.

Upon the  effectiveness of this Amendment,  each reference in the Loan Documents
to the "Loan  Agreement",  "thereunder",  "therein",  "thereof" or words of like
import  referring  to the  Agreement  shall mean and refer to the  Agreement  as
amended by this Amendment.

This Amendment shall be governed by and construed in accordance with the laws of
the State of California.

This  Amendment may be executed in any number of  counterparts  and by different
parties on separate  counterparts,  each of which,  when executed and delivered,
shall be deemed to be an original, and all of which, when taken together,  shall
constitute but one and the same Amendment.  Delivery of an executed  counterpart
of this Amendment by telefacsimile  shall be equally as effective as delivery of
a manually  executed  counterpart  of this  Amendment.  Any party  delivering an
executed  counterpart  of this Amendment by  telefacsimile  also shall deliver a
manually  executed  counterpart  of this  Amendment but the failure to deliver a
manually executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.

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IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be duly
executed as of the date first written above.

                           THE 3DO COMPANY,
                           a California corporation


                           By: _______________________________________________
                           Name: _____________________________________________
                           Title: ____________________________________________

                           THE 3DO COMPANY,
                           a Delaware corporation


                           By: _______________________________________________
                           Name: _____________________________________________
                           Title: ____________________________________________

                           3DO EUROPE, LTD., ,
                           a company incorporated under the laws of England


                           By: _______________________________________________
                           Name: _____________________________________________
                           Title: ____________________________________________

                           FOOTHILL CAPITAL CORPORATION,
                           a California corporation, as Agent and a Lender


                           By: _______________________________________________
                           Name: _____________________________________________
                           Title: ____________________________________________

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