Exhibit 3.2(d)
 Amendment to Certificate of Incorporation of the Company, filed March 24, 1997


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          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:


<PAGE>

         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)  increase the  authorized
shares of the Series E Preferred Stock to 4,000,000, (ii) increase the number of
authorized  shares  of  Series  E Class I  Preferred  Stock  from  1,900,000  to
3,900,000  shares  and  (iii)  to  eliminate  the  designation  of the  Series D
Preferred Stock. 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-FOUR
MILLION  (44,000,000) share consisting of FORTY MILLION  (40,000,000)  shares of
Common Stock, par value $.01 per share  (hereinafter,  the "Common Stock"),  and
FOUR MILLION  (4,000,000)  shares of Preferred  Stock,  par value $.01 per share
(hereinafter,  the  "Preferred  Stock"),  of which  4,000,000  shares  have been
designated,  "Series E  Preferred  Stock",  to be issued  in  classes,  of which
3,900,000  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  (B) of
this Article FOURTH.

     B. Series E Preferred Stock.

     (i)  Designation.  The designation of this series of Preferred  Stock,  par
value $.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 4,000,000  shares,  3,900,000  designated  as Series E Class I and
100,000 designated as Series E Class II.

     (ii) Rank.  The Series E Preferred  Stock  shall,  with respect to dividend
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 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  declares  by the Board of  Directors,  out of
funds legally  available for the payment of dividends,  cumulative  dividends at

<PAGE>

$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  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 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

<PAGE>

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 is 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 20 fully 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
withholding 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.  Exchange  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.


<PAGE>

     (ii) 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).

     (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 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  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 share 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 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,  to 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.

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

     C. 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 the Common Stock held by them.

     (iii)  Dissolution,  Liquidation,  Etc.  In the  event of the  dissolution,

<PAGE>

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 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 20th day of June, 1996.

     IN WITNESS  WHEROF,  the  undersigned  President  of this  Corporation  has
executed this Certificate of Amendment on this 20th day of February, 1997.

PLAY CO. TOYS & ENTERTAINMENT CORP.
--------------------
Richard Brady, President
--------------------
Angela Burnett, Secretary