Exhibit 3.2(c)
 Amendment to Certificate of Incorporation of the Company, filed August 13, 1996

                            CERTIFICATE OF AMENDMENT

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                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       PLAY CO. TOYS & ENTERTAINMENT CORP.

         Under Section 242 of the Delaware Corporation Law:

         The  undersigned,  for the  purpose  of  amending  the  Certificate  of
Incorporation  of Play Co. Toys & Entertainment  Corp.,  does hereby certify and
set forth:

FIRST:

         The name of the Corporation is PLAY CO. TOYS & ENTERTAINMENT CORP.

SECOND:

         The Certificate of  Incorporation  was filed by the Department of State
on June 15, 1994.

THIRD:

         The amendment to the  Certificate of  Incorporation  of the Corporation
effected  by this  Certificate  of  Amendment  is to (i)  amend the  rights  and
preferences of the Series D Preferred  Stock to include a conversion  provision,
whereby  the  share of  Series D  Preferred  Stock  shall  be  convertible  into
1,157,028 shares of the  Corporation's  Common Stock, (ii) amend the designation
of the Series E Preferred  Stock to  designate  two separate  classes,  of which
1,900,000  shares shall be designated the "Series E Class I Preferred Stock" and
100,000  shall be  designated  as the "Series E Class II  Preferred  Stock," and
(iii) increase the number of authorized  shares of Common Stock from  30,000,000
to 40,000,000.  The Certificate of  Incorporation of this Corporation is amended
by changing  "Article  Fourth" so that,  as amended,  said Article shall read as
follows:

FOURTH

A.  Authorized  Capital  Stock.  The total  number of shares of all  classes  of
capital stock which this Corporation  shall have authority to issue is FORTY-TWO
MILLION  (42,000,000) shares consisting of FORTY MILLION  (40,000,000) shares of
Common Stock, par value $.01 per share (hereinafter, the "Common Stock") and TWO
MILLION ONE  (2,000,001)  shares of  preferred  stock,  par value $.01 per share
(hereinafter,  the "Preferred  Stock"),  of which one share has been  designated
"Series D Preferred Stock," the relative rights, preferences, and limitations of
which are as set forth in sub-paragraph (B) of this Article Fourth and 2,000,000
shares have been designated "Series E Preferred Stock," to be issued in classes,
of which 1,900,000 shall be designated as the "Series E Class I Preferred Stock"
and  100,000  shares as the Series E Class II  Preferred  Stock,"  the  relative
rights, preferences,  and limitations of which are as set forth in sub-paragraph
(C) of this Article Fourth.

         B.       Series D Preferred Stock.

     (i)  Designation.  The designation of this series of Preferred  Stock,  par
value $0.01 per share, shall be the "Series D Preferred Stock."

     (ii) Rank.  The Series D Preferred  Stock  shall,  with respect to dividend
rights and rights on liquidation,  winding up, and dissolution,  rank (a) junior
to the  Series E  Preferred  Stock  and any  other  series  of  Preferred  Stock
established  by the Board of  Directors  and,  if  required  by  Section  (vii),
approved  by the  affirmative  vote of the  holder of the share of the  Series D
Preferred Stock, the terms of which shall specifically  provide that such series

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shall rank  prior to the Series D  Preferred  Stock  (any other  securities  are
referred to herein  collectively  as the "Senior  Securities"),  (b) on a parity
with any other series of the Series Preferred Stock  established by the Board of
Directors,  the terms of which shall specifically provide that such series shall
rank on a parity with the Series D Preferred Stock (the Series D Preferred Stock
and any such other securities are referred to herein  collectively a the "Parity
Securities"),  and (c) prior to any other equity  securities of the Corporation,
including the Common Stock of the Corporation (all of such equity  securities of
the  Corporation to which the Series D ranks prior,  including the Common Stock,
are referred to herein collectively as the "Junior Securities.")

     (iii) Dividends.

     (a) The holder of the share of Series D  Preferred  Stock shall be entitled
to receive, when and as declared by the Board of Directors, out of funds legally
available for the payment of dividends,  cumulative dividends at the annual rate
of 7%. The dividend is payable within 90 days of each year  anniversary  thereof
(the "Series D Dividend Payment Date"), in preference to dividends on the Junior
Securities.  Such dividend shall be paid to the holder of record at the close of
business on the date ten  business  days prior to the Series D Dividend  Payment
Dates,  which  dividend may be paid in cash or kind,  at the  discretion  of the
Corporation.  Each of such dividends shall be fully  cumulative and shall accrue
(whether or not declared),  without  interest,  from the date such dividends are
payable as herein provided.

     (b) If at any time the Corporation  shall have failed to pay full dividends
which have  accrued  (whether  or not  declared)  on any Senior  Securities,  no
dividend  shall be declared by the Board of  Directors  or paid or set apart for
payment by the  Corporation on the share of the Series D Preferred  Stock or any
other Parity Securities unless,  prior to or concurrently with such declaration,
payment,  or setting apart for payment,  all accrued and unpaid dividends on all
outstanding  shares of Senior Securities shall have been or will be declared and
paid or set apart for payment,  without interest. No dividends shall be declared
or paid or set apart for  payment  on any  Parity or Junior  securities  for any
period  unless full  cumulative  dividends  have been or  contemporaneously  are
declared and paid or declared and a sum sufficient  for the payment  thereof set
apart for such payment on the Series D Preferred Stock for all dividend  payment
periods  terminating on or prior to the date of payment of such full  cumulative
dividends.  If any dividends are not paid in full, as aforesaid,  upon the share
of the Series D Preferred Stock and any other Parity  Securities,  all dividends
declared  upon the share of the Series D  Preferred  Stock and any other  Parity
Securities  shall be declared pro rata so that the amount of dividends  declared
on the share of Series D Preferred Stock and such other Parity  Securities shall
in all cases bear to each other the same ratio that accrued  dividends per share
on the Series D Preferred  Stock and such other Parity  Securities  bear to each
other.  No  interest  or sum of money in lieu of  interest  shall be  payable in
respect of any dividend  payment or payments on the Series D Preferred  Stock or
any other Parity Securities which may be in arrears.

     (c) The  holder  of the  share of the  Series D  Preferred  Stock  shall be
entitled to receive the dividends  provided for in paragraph  (iii)(a) hereof in
preference  to and  in  priority  over  any  dividends  upon  any of the  Junior
Securities.

     (d) Subject to the foregoing provisions of this Section (iii), the Board of
Directors  may declare,  and the  Corporation  may pay or set apart for payment,
dividends  and  other  distributions  on any of the  Junior  Securities  and may
purchase  or  otherwise  redeem any of the Junior  Securities  or any  warrants,
rights,  or  options  exercisable  for or  convertible  into  any of the  Junior
Securities,  and the holder of the share of the Series D  Preferred  Stock shall
not be entitled to share therein.


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     (iv) Liquidation Preference.

     (a) In the event of any voluntary or involuntary liquidation,  dissolution,
or winding  up of the  affairs  of the  Corporation,  the holder of the share of
Series D Preferred  Stock then  outstanding  shall be entitled to be paid out of
the assets of the Corporation  available for distribution to its stockholders an
amount in cash equal to $1,400,000 for the share outstanding, before any payment
shall be made or any  assets  distributed  to the  holders  of any of the Junior
Securities,  provided,  however, that the holder of the outstanding share of the
Series D  Preferred  Stock shall not be  entitled  to receive  such  liquidation
payment  until the  liquidation  payments  on all  outstanding  shares of Senior
Securities,  if  any,  shall  have  been  paid in  full.  If the  assets  of the
Corporation are not sufficient to pay in full the liquidation  payments  payable
to the holder of the  outstanding  share of the Series D Preferred  Stock or any
other Parity Securities, then the holders of all such shares shall share ratably
in such  distribution  of assets in  accordance  with the amount  which would be
payable  on  such  distribution  if the  amounts  to  which  the  holder  of the
outstanding  share of Series D Preferred  Stock and the  holders of  outstanding
shares of such other Parity Securities are entitled were paid in full.

     (b) For the purpose of this Article  Fourth,  neither the  voluntary  sale,
conveyance, lease, exchange, or transfer (for cash, shares of stock, securities,
or their  consideration)  of all or substantially  all the property or assets of
the Corporation or the  consolidation  or merger of the Corporation  with one or
more other  corporations  shall be deemed to be a liquidation,  dissolution,  or
winding up,  voluntary or involuntary,  unless such voluntary sale,  conveyance,
lease,  exchange,  or transfer  shall be in  connection  with a  dissolution  or
winding up of the business of the Corporation.

     (v) Redemption.  The share of Series D Preferred Stock is not redeemable by
the Corporation.

     Conversion.

     (a) Subject to and upon  compliance  with the  provisions  of this  Section
(vi), the holder of the share of Series D Preferred  Stock shall have the right,
at such  holder's  option,  at any time,  to convert  such share into  1,157,028
shares of the  Corporation's  Common Stock.  The shares  issued  pursuant to the
conversion shall be fully paid and non-assessable  shares of Common Stock of the
Corporation.

     (b) (i) In order to exercise the  conversion  privilege,  the holder of the
share of Series D Preferred Stock shall  surrender the certificate  representing
such share at the office of the transfer agent for the Series D Preferred Stock,
appointed  for such purpose by the  Corporation,  with the Notice of Election to
Convert on the back of said certificate  completed and signed. Unless the shares
of Common  Stock  issuable  on  conversion  are to be issued in the same name in
which  such  share  of  Series  D  Preferred  Stock  is  registered,  the  share
surrendered for conversion  shall be accompanied by instruments of transfer,  in
form  satisfactory  to the  Corporation,  duly  executed  by the  holder or such
holder's duly authorized  attorney and an amount  sufficient to pay any transfer
or similar tax.

     (ii) As promptly as practicable  after the surrender of the certificate for
the share of Series D Preferred  Stock as  aforesaid,  the shall issue and shall
deliver at such office to such holder, or on his written order, a certificate(s)
for the number of full shares of Common Stock  issuable  upon the  conversion of
such share in accordance with the provisions of this Section (vi).

     (iii) The  conversion  shall be deemed  to have been  effected  immediately
prior to the  close of  business  on the date on which the  certificate  for the
share of Series D Preferred  Stock shall have been  surrendered  and such notice

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received by the Corporation as aforesaid, and the person(s) in whose name(s) any
certificate(s) for shares of Common Stock shall be issuable upon such conversion
shall be deemed to have become the holder(s) of record of the shares represented
thereby  at such  time on such  date,  unless  the stock  transfer  books of the
Corporation shall be closed on that date, in which event such person(s) shall be
deemed to have become such  holder(s)  of record at the close of business on the
next succeeding day on which such stock transfer books are open, and such notice
is  received  by the  Corporation.  All shares of Common  Stock  delivered  upon
conversion  of the Series D Preferred  Stock will,  upon  delivery,  be duly and
validly issued and fully paid and non-assessable,  free of all liens and charges
and not subject to any preemptive rights.

     (c) The  Corporation  covenants  that it will at all times reserve and keep
available,  free from preemptive  rights, out of the aggregate of its authorized
but unissued shares of Common Stock or its issued shares of Common stock held in
its  treasury,  or both,  for the purposes of effecting  the  conversion  of the
Series D Preferred Stock, the full number of shares of Common Stock  deliverable
upon the  conversion of the  outstanding  share of Series D Preferred  Stock not
theretofore converted. For purposes of this subsection (c), the number of shares
of  Common  Stock  which  shall  be  deliverable  upon  the  conversion  of  the
outstanding share of Series D Preferred Stock shall be 1,157,028 .

     (vii) Voting Rights.

     (a) The holder of the Series D Preferred Stock shall have the right to vote
at all meetings of the stockholders of the Corporation, or consent in writing in
lieu of voting, or otherwise, solely for the election of the Corporation's Board
of Directors.

     (b) At such times as the shares of Series D Preferred Stock is outstanding,
the Board of  Directors  shall be  comprised  of such odd number of Directors as
shall be fixed by the  Board of  Directors  or as  stated  in the  Corporation's
Certificate of Incorporation,  provided  however,  that such number of Directors
shall not be less than three (3).

     (c) The  holder  of the  share of  Series D  Preferred  Stock,  voting as a
separate  class,  shall have the sole right to vote for or consent in writing in
lieu of voting,  and elect two-thirds (2/3) of the Directors of the Corporation,
who  shall be known as the  Preferred  Directors,  and to remove  any  Preferred
Directors  with or  without  cause  at any time  and to fill  all  vacancies  of
Preferred Directors.

     (d) So long as any shares of the Series D Preferred Stock are  outstanding,
the Corporation will not, without the affirmative vote or consent of the holders
of at least a  majority  of the  outstanding  shares of the  Series D  Preferred
Stock,  voting  as a  class,  vote to amend  the  Corporation's  Certificate  of
Incorporation  to (i) increase or decrease the  aggregate  number of  authorized
shares of the Series D Preferred Stock,  (ii) increase or decrease the par value
of the Series D Preferred  Stock,  or (iii) alter the  preferences,  powers,  or
rights of the Series D Preferred Stock so as to affect them adversely.

     C. Series E Preferred Stock.

     (i)  Designation.  The designation of this series of Preferred  Stock,  par
value $0.01 per share,  shall be the "Series E Preferred  Stock"  which shall be
issued in classes,  the "Series E Class I Preferred  Stock (the  "Series E Class
I") and the "Series E Class II Preferred  Stock (the  "Series E Class II").  The
number of  shares of Series E  Preferred  Stock  authorized  hereby  shall be an
aggregate of 2,000,000  shares,  1,900,000 of which are  designated  as Series E
Class I and 100,000 of which are designated as Series E Class II.

     (ii) Rank.  The Series E Preferred  Stock  shall,  with respect to dividend

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rights and rights on liquidation,  winding up, and dissolution,  rank (a) junior
to any other Senior  Securities  established  by the Board of Directors  and, if
required by Section vii,  approved by the  affirmative  vote of the holders of a
majority of the shares of the Series E Preferred Stock, the terms of which shall
specifically provide that such series shall rank prior to the Series E Preferred
Stock, (b) on a parity with any other Parity Securities established by the Board
of  Directors,  the terms of which shall  specifically  provide that such series
shall rank on a parity with the Series E Preferred  Stock,  and (c) prior to the
Series D Preferred Stock and any other Junior Securities of the Corporation.

     (iii) Dividends.

     (a) The  holders  of the shares of the Series E  Preferred  Stock  shall be
entitled to receive,  when and as  declared  by the Board of  Directors,  out of
funds legally  available for the payment of dividends,  cumulative  dividends at
$1.00 per share. The dividend is payable within 90 days of each year anniversary
thereof (the "Series E Dividend  Payment  Date"),  in preference to dividends on
the Junior  Securities.  Such dividend  shall be paid to the holder of record at
the  close of  business  on the date ten  business  days  prior to the  Series E
Dividend  Payment  Dates,  which  dividend  may be paid in cash or kind,  at the
discretion of the Corporation.  Each of such dividends shall be fully cumulative
and shall accrue (whether or not declared), without interest, from the date such
dividends are payable as herein provided.

     (b) If at any time the Corporation  shall have failed to pay full dividends
which have  accrued  (whether  or not  declared)  on any Senior  Securities,  no
dividend  shall be declared by the Board of  Directors  or paid or set apart for
payment by the  Corporation on the shares of the Series E Preferred Stock or any
other Parity Securities unless,  prior to or concurrently with such declaration,
payment,  or setting apart for payment,  all accrued and unpaid dividends on all
outstanding shares of Senior Securities shall have been or are declared and paid
or set apart for payment,  without  interest.  No dividends shall be declared or
paid or set apart for payment on any Parity or Junior  securities for any period
unless full cumulative dividends have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for such
payment  on the  Series E  Preferred  Stock  for all  dividend  payment  periods
terminating  on or  prior  to the  date  of  payment  of  such  full  cumulative
dividends. If any dividends are not paid in full, as aforesaid,  upon the shares
of the Series E Preferred Stock and any other Parity  Securities,  all dividends
declared  upon  shares of the  Series E  Preferred  Stock  and any other  Parity
Securities  shall be declared pro rata so that the amount of dividends  declared
per share on the Series E Preferred Stock and such other Parity Securities shall
in all cases bear to each other the same ratio that accrued  dividends per share
on the Series E Preferred  Stock and such other Parity  Securities  bear to each
other.  No  interest  or sum of money in lieu of  interest  shall be  payable in
respect of any dividend  payment or payments on the Series E Preferred  Stock or
any other Parity Securities which may be in arrears.

     (c) Holders of the shares of the Series E Preferred Stock shall be entitled
to receive the dividends provided for in paragraph (iii)(a) hereof in preference
to and in priority over any dividends upon the Series D Preferred  Stock and any
other Junior Securities.

     (d) Subject to the foregoing provisions of this Section (iii), the Board of
Directors  may declare,  and the  Corporation  may pay or set apart for payment,
dividends  and  other  distributions  on any of the  Junior  Securities  and may
purchase  or  otherwise  redeem any of the Junior  Securities  or any  warrants,
rights,  or  options  exercisable  for or  convertible  into  any of the  Junior
Securities,  and the holders of the shares of the Series E Preferred Stock shall
not be entitled to share therein.

     (iv) Liquidation Preference.
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     (a) In the event of any voluntary or involuntary liquidation,  dissolution,
or winding up of the affairs of the Corporation, the holders of shares of Series
E  Preferred  Stock then  outstanding  shall be  entitled  to be paid out of the
assets of the  Corporation  available for  distribution  to its  stockholders an
amount in cash equal to $1.00 per share for each share  outstanding,  before any
payment  shall be made or any assets  distributed  to the  holders of any of the
Junior Securities,  provided, however, that the holder of the outstanding shares
of  the  Series  E  Preferred  Stock  shall  not be  entitled  to  receive  such
liquidation payment until the liquidation  payments on all outstanding shares of
Senior  Securities,  if any,  shall have been paid in full. If the assets of the
Corporation are not sufficient to pay in full the liquidation  payments  payable
to the holders of the outstanding  shares of the Series E Preferred Stock or any
other Parity Securities, then the holders of all such shares shall share ratably
in such  distribution  of assets in  accordance  with the amount  which would be
payable  on such  distribution  if the  amounts  to  which  the  holders  of the
outstanding  shares of Series E Preferred  Stock and the holders of  outstanding
shares of such other Parity Securities are entitled were paid in full.

     (b) For the purposes of this Article  Fourth,  neither the voluntary  sale,
conveyance, lease, exchange, or transfer (for cash, shares of stock, securities,
or their  consideration)  of all or substantially  all the property or assets of
the Corporation or the  consolidation  or merger of the Corporation  with one or
more other  corporations  shall be deemed to be a liquidation,  dissolution,  or
winding up,  voluntary or involuntary,  unless such voluntary sale,  conveyance,
lease,  exchange,  or transfer  shall be in  connection  with a  dissolution  or
winding up of the business of the Corporation.

     (v)  Redemption.  The shares of Series E Preferred Stock are not redeemable
by the Corporation.

     (vi) Conversion.

     (a) Subject to and upon  compliance  with the  provisions  of this  Section
(vi),  the holder of a share of Series E Preferred  Stock  designated as Class I
Series  E  Preferred  Stock  shall  have the  right,  at such  holder's  option,
terminating  five years from  issuance,  to convert  such share into twenty full
paid and non-assessable shares of Common Stock of the Corporation. A holder of a
share of  Series E Class I shall  have the  right,  at such  holder's  option to
convert such share immediately upon issuance.  A holder of the Series E Class II
shall have the right to convert such share, at such holder's option, at any time
commencing two years from issuance.

     (b) The holders of shares of the Series E  Preferred  Stock at the close of
business  on a Series E Dividend  Payment  Date shall be entitled to receive the
dividend  payable on such  shares on the  corresponding  Series E Dividend  Date
notwithstanding  the conversion thereof or the Corporation's  default in payment
of the dividend due on such Series E Dividend  Payment Date (except that holders
of shares called for  redemption  on a redemption  date between such record date
and the Series E Dividend  Payment  Date shall not be entitled  to receive  such
dividend on such dividend payment date).  However,  shares of Series E Preferred
Stock surrendered for conversion during the period between the close of business
on any  Series E  Dividend  Payment  Date and the  opening  of  business  on the
corresponding   Series  E  Dividend  Payment  Date  (except  shares  called  for
redemption  on a  redemption  date during such period)  must be  accompanied  by
payment of an amount equal to the dividend payable on such shares on such Series
E Dividend  Payment  Date.  A holder of shares of Series E Preferred  Stock on a
Series E Dividend Payment Date who (or whose transferee)  surrenders any of such
shares for conversion into shares of Common Stock on a Series E Dividend Payment
Date will  receive the  dividend  payable by the  Corporation  on such shares of
Series E  Preferred  Stock on such  date,  and the  converting  holder  need not
include  payment  in the amount of such  dividend  upon  surrender  of shares of

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Series  E  Preferred  Stock  for  conversion.  Except  as  provided  above,  the
Corporation shall make no payment or allowance for unpaid dividends,  whether or
not in arrears,  on  converted  shares or for  dividends on the shares of Common
Stock issued upon such conversion.

     (c) (i) In order to exercise the conversion privilege,  the holders of each
share  of  Series  E  Preferred  Stock  to  be  converted  shall  surrender  the
certificate  representing such share at the office of the transfer agent for the
Series E Preferred Stock,  appointed for such purpose by the  Corporation,  with
the Notice of Election to Convert on the back of said certificate  completed and
signed.  Unless the shares of Common  Stock  issuable  on  conversion  are to be
issued  in the same name in which  such  share of  Series E  Preferred  Stock is
registered,  each share  surrendered  for  conversion  shall be  accompanied  by
instruments of transfer, in form satisfactory to the Corporation,  duly executed
by the holder of such holder's duly authorized attorney and an amount sufficient
to pay any transfer or similar tax.

     (ii) As promptly as practicable  after the surrender of the certificate for
shares of Series E Preferred Stock as aforesaid, the Corporation shall issue and
shall  deliver  at such  office  to such  holder,  or on his  written  order,  a
certificate(s)  for the number of full shares of Common Stock  issuable upon the
conversion  of such shares in  accordance  with the  provisions  of this Section
(iv).

     (iii) Each  conversion  shall be deemed to have been  effected  immediately
prior to the close of business on the date on which the  certificates for shares
of Series E Preferred Stock shall have been surrendered and such notice received
by the  Corporation  as  aforesaid,  and the  person(s)  in  whose  name(s)  any
certificate(s) for shares of Common Stock shall be issuable upon such conversion
shall be deemed to have become the holder(s) of record of the shares represented
thereby  at such  time on such  date,  unless  the stock  transfer  books of the
Corporation shall be closed on that date, in which event such person(s) shall be
deemed to have become such  holder(s)  of record at the close of business on the
next succeeding day on which such stock transfer books are open, and such notice
is  received  by the  Corporation.  All shares of Common  Stock  delivered  upon
conversion  of the Series E Preferred  Stock will,  upon  delivery,  be duly and
validly issued and fully paid and non-assessable,  free of all liens and charges
and not subject to any preemptive rights.

     (d) The  Corporation  covenants  that it will at all times reserve and keep
available,  free from preemptive  rights, out of the aggregate of its authorized
but unissued shares of Common Stock or its issued shares of Common stock held in
its treasury, or both, for the purposes of effecting conversions of the Series E
Preferred Stock, the full number of shares of Common Stock  deliverable upon the
conversion of all outstanding shares of Series E Preferred Stock not theretofore
converted.  For purposes of this  subsection (d), the number of shares of Common
Stock which shall be deliverable  upon the conversion of all outstanding  shares
of Series E Preferred  Stock shall be computed as if at the time of  computation
of all such outstanding shares were held by a single holder.

     (vii)  Voting  Rights.  The  holders  of record  of shares of the  Series E
Preferred Stock shall not be entitled to any voting rights except as hereinafter
provided in this Section (vii)(a) or as otherwise provided by law.

     (a) So long as any shares of the Series E Preferred Stock are  outstanding,
the Corporation will not, without the affirmative vote or consent of the holders
of at least a  majority  of the  outstanding  shares of the  Series E  Preferred
Stock,  voting  as a  class,  vote to amend  the  Corporation's  Certificate  of
Incorporation  to (i) increase or decrease the  aggregate  number of  authorized
shares of the Series E Preferred Stock,  (ii) increase or decrease the par value
of the Series E Preferred Stock or (iii) alter the preferences, powers or rights
of the Series E Preferred Stock so as to affect them adversely.
<PAGE>

     (b) In exercising the voting rights set forth in this Section  (vii),  each
share of Series E Preferred Stock shall have one vote per share.

     D. Common Stock.

     (i) Dividends. Subject to the dividend and liquidation rights of the Series
D Preferred Stock and the Series E Preferred  Stock, the holders of Common Stock
shall be  entitled  to share  equally  all  dividends  declared  and paid by the
Corporation.

     (ii) Voting.  The holders of record of Common Stock shall have one vote, on
all matters upon which  stockholders of the Corporation may vote, for each share
of Common Stock held by them.

     (iii)  Dissolution,  Liquidation,  Etc.  In the  event of the  dissolution,
liquidation,  or winding up of the affairs of the Corporation,  after payment or
provision for payment of the debts and other  liabilities of the Corporation and
after the payment to the holders of the Preferred  Stock as provided for in this
Certificate of  Incorporation,  the remaining assets of the Corporation shall be
distributed to the holders of Common Stock.

FIFTH:

     The  amendments to the  Certificate of  Incorporation  set forth above were
adopted by written consent of the Corporation's majority shareholder on the 20th
day of June 1996.

     IN WITNESS  WHEREOF,  the  undersigned  President of this  Corporation  has
executed this Certificate of Amendment on this 8th day of August 1996.

PLAY CO. TOYS & ENTERTAINMENT CORP.



Richard Brady, President



Angela Burnett, Secretary