EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT
                                       OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          INTERPLAY ENTERTAINMENT CORP.
                             A DELAWARE CORPORATION

         INTERPLAY  ENTERTAINMENT  CORP., a Delaware  corporation  organized and
existing  under and by  virtue  of the  Delaware  General  Corporation  Law (the
"Corporation"), does hereby certify:

         1. The Board of Directors of the Corporation  duly adopted a resolution
proposing  and declaring  advisable  the following  amendment to the Amended and
Restated  Certificate of Incorporation  of the  Corporation,  and directing that
said  amendment  be  submitted  to  the  stockholders  of  the  Corporation  for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

         "NOW, THEREFORE,  BE IT RESOLVED,  that the first sentence of the first
grammatical  paragraph of Article 4 of the Amended and Restated  Certificate  of
Incorporation  of the Corporation is hereby amended and restated to read in full
as follows:

         "The  total  number  of  shares  of all  classes  of stock  which  this
Corporation  shall  have  authority  to  issue  is  105,000,000,  of  which  (i)
100,000,000 shares shall be designated "Common Stock" and shall have a par value
of $0.001 per share;  and (ii) 5,000,000  shares shall be designated  "Preferred
Stock" and shall have a par value of $0.001 per share."

         2. The holders of the  necessary  number of shares of capital  stock of
the Corporation voted in favor of the foregoing amendment in accordance with the
applicable provisions of the Delaware General Corporation Law.

         3. Said amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law of the State of Delaware.

         IN WITNESS  WHEREOF,  Interplay  Entertainment  Corp.  has caused  this
certificate to be signed by its duly authorized Chief Executive  Officer,  Brian
Fargo, and attested by its duly authorized Secretary,  Robert Katchen, this 25th
day of October, 2000.

                                          INTERPLAY ENTERTAINMENT CORP.,
                                          a Delaware corporation


                                          By: /s/ Brian Fargo
                                              ----------------------------------
                                               Brian Fargo,
                                               Chief Executive Officer
ATTEST:
/s/ Robert Katchen
----------------------------
Robert Katchen,
Secretary