Exhibit 3.2(b)
   Amendment to Certificate of Incorporation of the Company, filed May 9, 1996

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  PLAY CO. TOYS

         Under Section 242 of the Delaware Corporation Law:

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

                                  ARTICLE FIRST

         The name of the Corporation is PLAY CO. TOYS

                                 ARTICLE SECOND

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

                                  ARTICLE THIRD

         The amendment to the  Certificate of  Incorporation  of the Corporation
effected by this  Certificate  of Amendment is to authorize  (i) a change in the
name of the  Corporation  from Play Co.  Toys to Play Co.  Toys &  Entertainment
Corp., (ii) one share of a Series D Preferred Stock, (iii) 1,000,000 shares of a
Series E  Preferred  Stock,  and (iv) an increase  in the  authorized  number of
shares of Common Stock from 10,000,000 to 30,000,000 shares, as follows:

         The  Certificate  of  Incorporation  of this  Corporation is amended by
changing  Articles I and IV so that,  as amended,  said  Articles  shall read as
follows:

THIRD

The name of the Corporation is Play Co. Toys & Entertainment Corp.

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
THIRTY-ONE  MILLION FOUR HUNDRED  SIXTY-NINE  THOUSAND  FOUR HUNDRED  FORTY-FIVE
(31,469,445)  shares consisting of THIRTY MILLION  (30,000,000) shares of Common
Stock,  par value  $.01 per share  (hereinafter,  the  "Common  Stock")  and ONE
MILLION FOUR HUNDRED  SIXTY-NINE  THOUSAND FOUR HUNDRED  FORTY-FIVE  (1,469,445)
shares of preferred stock, par value $.01 per share (hereinafter, the "Preferred
Stock"),  of which 469,444  shares have been  designated the "Series B Preferred
Stock," the relative  rights,  preferences,  and limitations of which are as set
forth in sub-paragraph (B) of this Article Fourth, one share has been designated
"Series D Preferred Stock," the relative rights, preferences, and limitations of
which are as set forth in sub-paragraph (C) of this Article Fourth and 1,000,000
shares have been designated  "Series E Preferred  Stock, " the relative  rights,
preferences,  and limitations of which are as set forth in sub-paragraph  (D) of
this Article Fourth .

         B.       Series B Preferred Stock.

     (i)  Designation.  The designation of this series of Preferred  Stock,  par
value $.01 per share, shall be the "Series B Preferred Stock."
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     (ii) Rank.  The Series B Preferred  Stock shall,  with respect to rights on
liquidation, winding up, and dissolution, rank (a) junior to any other series of
the Preferred  Stock  established  by the Board of Directors and, if approved by
the affirmative  vote of the holders of the  outstanding  shares of the Series B
Preferred Stock, the terms of which shall specifically  provide that such series
shall rank prior to the Series B Preferred Stock (any such 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 B Preferred Stock (the Series B Preferred Stock
and any such other securities are referred to herein collectively as the "Parity
Securities"),  and (c) prior to any other equity  securities of the Corporation,
including the Series D Preferred Stock and Series E Preferred Stock and Series E
Preferred  Stock and the Common  Stock  (all of such  equity  securities  of the
Corporation  to which the Series B Preferred  Stock ranks prior,  including  the
Common Stock, are referred to herein collectively as the "Junior Securities").

     (iii) Dividends

     (a) Accrual of  Dividends.  The holders of the then  outstanding  shares of
Series B Preferred Stock shall be entitled to receive,  out of any funds legally
available therefor,  cumulative  dividends at the annual rate of $0.60 per share
payable in cash as provided in Section  (iii)(b)  below.  Such  dividends  shall
accrue on each  share  from its issue  date,  and shall  accrue,  whether or not
earned or declared. Such dividends shall be cumulative so that if such dividends
in respect of any dividend period,  at the rate specified above,  shall not have
been paid or declared and a sum  sufficient  for the payment  thereof set apart,
the  deficiency  shall  first  be  fully  paid  before  any  dividend  or  other
distribution  shall be paid on or declared  and set apart for the Common  Stock.
The data on which the  Corporation  initially  issues any shares of the Series B
Preferred  Stock shall be deemed its "issue  date"  regardless  of the number of
times such share is transferred  on the stock records of the  Corporation or the
number of certificates which may be issued to evidence such share.

     (b) (1)  Dividends  on the shares of the Series B Preferred  Stock shall be
payable in cash annually on each February 1 or such other date determined by the
Board of Directors of the Corporation  (each such date being hereafter  referred
to as a "Series B Dividend Payment Data") commencing on February 1, 1995. If the
Board of Directors  selects a date other than February 1, the Corporation  shall
deliver by regular  mail notice to each record  holder of the Series B Preferred
Stock, and (2) Dividends shall be payable to each holder of record of the Series
B Preferred  Stock,  the record date being either (A) the January 31 immediately
preceding the Series B Dividend  Payment Date, or (B) the date determined by the
Board of Directors of the Corporation.  If the Board of Directors determines the
record date, the Corporation shall deliver by regular mail notice to each record
holder to the Series B Preferred Stock.

     (c) Other Dividends.  So long as any shares of the Series B Preferred Stock
are outstanding, no dividend or other distribution shall be paid or declared and
set apart for payment on the shares of Common Stock or any other class or series
of capital stock of the  Corporation  without the written consent of the holders
of a majority of the outstanding shares of the Series B Preferred Stock.

     (iv) Put.

     (a) Notice.  On each February 1, 1995 and 1996,  each of the holders of the
Series B Preferred  Stock may, at his option,  require the Corporation to redeem
one-half of the shares of Series B Preferred Stock originally issued to him, for
a per  share  price  equal  to the sum of  $1.00  plus all  accrued  but  unpaid
dividends  on each  share  of the  Series B  Preferred  Stock  (the  "Redemption
Price"), upon the terms set forth below. A holder who desires to consummate such

<PAGE>

redemption  shall give  written  notice (the "Put  Notice") to the  Corporation.
Within  five (5) days  after  receipt of a Put  Notice,  the  Corporation  shall
deliver  notice  (the  "Company  Notice")  to the other  holders of the Series B
Preferred Stock, which shall state that a holder of the Series B Preferred Stock
has  delivered  a Put  Notice.  If any  holder of the Series B  Preferred  Stock
delivers a Put Notice within ten (10) days after delivery of the Company Notice,
the Put Notice shall be deemed timely delivered;  however, the Corporation shall
not be required to deliver another Company Notice. If a holder does not exercise
his rights hereunder,  the number of shares which he was entitled to sell to the
Corporation  shall  carry over to the next date on which he has a put right (for
example,  if he does not exercise his put right on February 1, 1995, he shall be
entitled  to sell all of the  shares  originally  issued to him on  February  1,
1996).

     (b) Payment.  On the  thirtieth  day after  delivery of the Company  Notice
pursuant to Section 2(a) above,  the Corporation  shall pay the Redemption Price
to the holder of the Series B Preferred Stock in cash or by bank cashier's check
provided  that the  holder of the  Series B  Preferred  tock  surrenders  to the
Corporation  the  certificate(s)  representing  such  shares duly  endorsed  for
transfer.  For purposes of calculating the Redemption Price,  dividends shall be
deemed to cease accruing on the day before payment of the Redemption Price.

     (c)  Limitation  on  Redemption.  If the funds of the  Corporation  legally
available  for  redemption  of  shares  of the  Series  B  Preferred  Stock  are
insufficient  to redeem the total  number of such shares to be  redeemed,  those
funds which are legally  available  will be used to redeem the maximum  possible
number  of  such  shares,  and if at the  time of  payment  to one  holder,  the
Corporation  has  received  a Put Notice  from  another  holder,  then the funds
available for redemption shall be applied ratably among such holders. The shares
of the Series B  Preferred  Stock not  redeemed  shall  remain  outstanding  and
entitled  to all  the  rights  and  preferences  provided  herein.  At any  time
thereafter  when additional  funds of the Corporation are legally  available for
the  redemption  of shares of the  Series B  Preferred  Stock,  such  funds will
immediately  be used to  redeem  the  balance  of the  shares  set  forth in the
Redemption Notice which were not redeemed.

     (v) Redemption.

     (a) Notice.  The  Corporation  may redeem all of the issued and outstanding
shares  of the  Series B  Preferred  Stock for a per  share  price  equal to the
Redemption Price, upon the terms set forth below. If the Corporation  desires to
redeem the Series B Preferred  Stock,  it shall deliver notice (the  "Redemption
Notice")  by regular  mail to each  holder of record of the  Series B  Preferred
Stock  at  the  address  of  each  holder  as it  appears  on the  books  of the
Corporation.  Dividends  shall  cease  accruing  on the  date of the  Redemption
Notice.

     (b) Delivery of Certificates and Payment.  On or before the tenth day after
the date of the Redemption  Notice (the  "Period"),  each holder of the Series B
Preferred  Stock  shall  deliver  to the  secretary  of the  Corporation  at its
principal  office his  certificate(s)  for the Series B  Preferred  Stock,  duly
endorsed in blank (or accompanied by proper instruments of transfer).  Upon such
surrender,  the holder  thereof  shall be  entitled  to  receive  payment of the
Redemption  Price for each share of the Series B Preferred Stock so surrendered.
The Corporation  shall make such payment within five days after the later of (i)
the date on which the holder delivered such certificates or (ii) the last day of
the Period.

     (vi) Preference on Liquidation.

     (a)  Payment  on  Preferred  Stock.  In  the  event  of  any  voluntary  or
involuntary  liquidation,  dissolution,  or winding up of the  Corporation,  the
holder of each share of the Series B Preferred Stock then  outstanding  shall be
entitled  to be  paid,  out  of the  assets  of the  Corporation  available  for
distribution to its shareholders,  whether from capital,  surplus,  or earnings,
before any payment shall be made in respect of the Common Stock, an amount equal
to the Redemption Price. If upon liquidation,  dissolution, or winding up of the
Corporation,  the assets of the  Corporation  available for  distribution to its
shareholders shall be insufficient to pay the holders of the Preferred Stock the
full amounts to which they shall be entitled, the holders of the Preferred Stock
shall share ratably in any distribution of assets.

     (b)  Merger  and   Consolidation.   The  merger  or  consolidation  of  the
Corporation  with  another  corporation  in  which  the  Corporation  is not the
surviving  corporation or the sale of all or substantially  all of the assets of
the Corporation shall be deemed to be a liquidation,  dissolution, or winding up
of the Corporation as those terms are used in this Article IV.

     (c) Payment on Common Stock. Upon completion of the distributions  required
by Section  4(a)  above,  the  holders of the Common  Stock shall be entitled to
receive ratably any remaining assets and funds of the Corporation  available for
distribution in connection with any such liquidation, dissolution, or winding up
of the Corporation.

     (d)  Determination  of Value.  In the event of any voluntary or involuntary
liquidation,  dissolution,  or winding up of the Corporation  which will involve
the  distribution  of assets  other  than  cash,  the Board of  Directors  shall
determine in good faith the value of the assets to be distributed to the holders
of shares of the Series B  Preferred  Stock and the  holders of shares of Common
Stock.

     (vi) Voting Rights.

     (a) The holders of the Series B  Preferred  Stock shall not have any voting
rights.

         C.       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 rank junior to the Series B
Preferred Stock and the Series E Preferred Stock.

     (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

<PAGE>

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.

     (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  IV,  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.
<PAGE>

     (vi)  Conversion.  The share of Series D Preferred Stock is not convertible
into any securities of the Corporation.

     (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.       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."

     (ii) Rank.  The Series E Preferred  Stock shall rank junior to the Series B
Preferred Stock and senior to the Series D Preferred Stock.

     (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

<PAGE>

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.

     (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  IV,  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 shall have the right, at
such  holder's  option,  at  any  time,  commencing  two  years  from  issuance,
terminating  five years from  issuance,  to convert such share into twenty fully
paid and non-assessable shares of Common Stock of the Corporation.

     (b) The holders of shares of the Series E  Preferred  Stock at the close of

<PAGE>

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
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

<PAGE>

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 the Series E Preferred Stock shall have
no voting rights.

     E. Common Stock.

     (i) Dividends. Subject to the dividend and liquidation rights of 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.


                                 ARTICLE FOURTH


     The amendments to the Articles of Incorporation set forth above was adopted
on the 3rd day of May 1996, at a meeting of the Corporation's shareholders.

                                  ARTICLE FIFTH

     The amendments were approved by the shareholders.  The number of votes cast
for the amendments by the shareholders was sufficient for approval.

     IN WITNESS  WHEREOF,  the  undersigned  President of this  Corporation  has
executed this Certificate of Amendment on this 3rd day of May 1996.

PLAY CO. TOYS



Richard Brady, President