Exhibit 3.2(e)
  Amendment to Certificate of Incorporation of the Company, filed May 29, 1998


                            CERTIFICATE OF AMENDMENT
                                       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 (i) to increase  the  authorized
number of shares of  Preferred  Stock  from  10,000,000  to  15,500,000  shares,
5,500,000 of which shares shall be designated Series F Preferred Stock; and (ii)
to increase the number of authorized  shares of Common Stock from  40,000,000 to
51,000,000.  The Certificate of  Incorporation of this Corporation is amended by

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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 SIXTY
SIX MILLION FIVE HUNDRED THOUSAND  (66,500,000)  shares  consisting of FIFTY ONE
MILLION  (51,000,000)  shares of Common  Stock,  par value  $0.01 per share (the
"Common Stock"),  and FIFTEEN MILLION FIVE HUNDRED THOUSAND  (15,500,000) shares
of Preferred Stock,  par value $0.01 per share (the "Preferred  Stock") of which
TEN MILLION  (10,000,000)  shares are designated "Series E Preferred Stock," and
FIVE MILLION FIVE HUNDRED THOUSAND  (5,500,000)  shares are designated "Series F
Preferred Stock," the relative rights, preferences, and limitations of which are
as set forth in subparagraph of this Article FOURTH.

         B.       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." The number of
shares of Series E Preferred Stock authorized hereby shall be 10,000,000 shares.

     (ii) Rank.  The Series E Preferred  Stock shall,  with respect to 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 any other
Junior Securities of the Corporation.

     (iii) Dividends.

     The Series E Preferred  Stock shall not have any right to  dividends.  (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 the 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 holders 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,  nor  transfer  (for  cash,  shares  of  stock,
securities,  or their consideration) of all or substantially all of 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

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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  shall have
the right, at such holder's  option,  terminating  five years from issuance,  to
convert such share into 6 fully paid and  non-assessable  shares of Common Stock
of the  Corporation.  A holder of the Series E  Preferred  Stock  shall have the
right to convert such share, at such holder's option, at any time commencing two
years from issuance.

     (b) (1) In order to exercise the conversion privilege,  the holders of each
share  of  Series  E  Preferred  Stock  to  be  converted  shall  surrender  the
certificates  representing  such shares 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.

     (2) As promptly as practicable  after the surrender of the certificates 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  or  certificates  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).

     (3) 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 shall have
been  received by the  Corporation  as  aforesaid,  and the person or persons in
whose name or names any certificate or  certificates  for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or  holders  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 or persons shall be deemed to have become such
holder or holders 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.

     (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 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
all such outstanding shares were held by a single holder.


<PAGE>

     (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.

     (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.

     C. Series F Preferred Stock.

     (i)  Designation.  The designation of this series of Preferred  Stock,  par
value $0.01 per share,  shall be the  "Series F Preferred  Stock." The number of
shares of Series F Preferred Stock authorized hereby shall be 5,500,000 shares.

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

     (iii) Dividends.

     (a) The  holders  of the shares of the Series F  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
$0.09 per share.  The dividend is payable  quarterly,  subsequent to the initial
payment date declared by the Board of Directors (the "Series F Dividend  Payment
Dates"),  in  preference  to dividends on the Junior  Securities.  Such dividend
shall be paid to the  holder  of record  by the  close of  business  on the date
thirty business days after the Series F 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 F 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 F  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

<PAGE>

of the Series F Preferred Stock and any other Parity Securities, the Corporation
distribute  the dividend  pro rata so that the amount of dividends  declared per
share on the Series F 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 F  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 F Preferred  Stock or
any other Parity Securities which may be in arrears.

     (c) Holders of the shares of the Series F 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 of other Parity  Securities  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 shares of the Series F 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 the shares of
Series F 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 $3.00 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 holders of the outstanding shares
of  the  Series  F  Preferred  Stock  shall  not be  entitled  to  receive  such
liquidation payment until the liquidation  payments on all outstanding shares of
Senior Securities,  including the Series E Preferred Stock, 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 F 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 F Preferred Stock and the
holders of outstanding shares of such other Parity Securities were paid in full.

     (b) For the purposes of this Article  FOURTH,  neither the voluntary  sale,
conveyance,   lease,   exchange,  nor  transfer  (for  cash,  shares  of  stock,
securities,  or their consideration) of all or substantially all of 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.

     (a) Notice.  The  Corporation  may, at any time  commencing  one years from
issuance,  redeem  all of the  issued  and  outstanding  shares of the  Series F
Preferred Stock for a per share price of $3.00 (the  "Redemption  Price"),  plus
accrued but unpaid dividends, upon the terms set forth below. If the Corporation
desires to redeem the Series F Preferred  Stock,  it shall  deliver  notice (the
"Redemption  Notice")  by regular  mail to each holder of record of the Series F
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.
<PAGE>

     (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 F
Preferred  Stock  shall  deliver  to the  secretary  of the  Corporation  at its
principal office his certificate for the Series F 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 F 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) Conversion.

     (a) Subject to, and upon  compliance  with,  the provisions of this Section
(vi), the holder of a share of Series F Preferred  Stock  designated  shall have
the right,  at such holder's  option,  to convert such share into two fully paid
and  non-assessable  shares  of  Common  Stock of the  Corporation,  at any time
commencing six months from issuance.

     (b) (1) In order to exercise the conversion privilege,  the holders of each
share  of  Series  F  Preferred  Stock  to  be  converted  shall  surrender  the
certificates  representing  such shares at the office of the transfer  agent for
the Series F 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 F  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.

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

     (3) 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 F Preferred Stock shall have been  surrendered and such notice shall have
been  received by the  Corporation  as  aforesaid,  and the person or persons in
whose name or names any certificate or  certificates  for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or  holders  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 or persons shall be deemed to have become such
holder or holders 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
F 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 conversions of the Series F
Preferred Stock, the full number of shares of Common Stock  deliverable upon the
conversion of all outstanding shares of Series F 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

<PAGE>

of Series F Preferred  Stock shall be computed as if at the time of  computation
all such outstanding shares were held by a single holder.

     (vii)  Voting  Rights.  The  holders  of record  of shares of the  Series F
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 F 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 F  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 F Preferred Stock;  (ii) increase or decrease the par value
of the Series F Preferred  Stock;  or (iii) alter the  preferences,  powers,  or
rights of the Series F Preferred Stock so as to affect them adversely.

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

     D. Common Stock

     (i) Dividends.  Subject to the liquidation  rights of the 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 the 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 the Common Stock.

     FIFTH:  The amendment to the Articles of  Incorporation  of the Corporation
set forth above was  adopted by written  consent of the  Corporation's  majority
shareholder on the 5th day of April, 1998.

     IN WITNESS  WHEROF,  the  undersigned  President  of this  Corporation  has
executed this Certificate of Amendment on this 28th day of May, 1998.


PLAY CO. TOYS & ENTERTAINMENT CORP.
By:
Richard Brady, President
By:
James Frakes, Secretary