EXHIBIT 3.1.8

                            CERTIFICATE OF AMENDMENT
                          TO THE RESTATED CERTIFICATE
                               OF INCORPORATION
                                      OF
                            PNY TECHNOLOGIES, INC.

     PNY TECHNOLOGIES, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the Corporation)
does hereby certify:

     FIRST:  The name of the Corporation is PNY TECHNOLOGIES. Inc.
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     SECOND:  The Board of Directors of the Corporation, acting by unanimous
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written consent pursuant to Section 141(f) of the General Corporation Law of the
State of Delaware, did duly consent to, approve and adopt the following
resolution:

     RESOLVED, that the Board of Directors hereby finds it to be advisable and
in the best interests of the Corporation that the Restated Certificate of
Incorporation of the Corporation be amended in the following manner; and
restated in its entirety to read as follows:



        Section 3.2(a) of Article FOURTH of the Restated Certificate of
Incorporation is hereby amended and restated in its entirety to read as follows:

     3.2  Dividends. (a) (i) The holders of shares of Series A Preferred Stock
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shall be entitled to receive when, as and if declared by the Board of Directors
out of funds legally available therefor, cumulative dividends payable in cash
for all periods during which Series A Preferred Stock is outstanding, commencing
as of January 1, 1999 and ending at such time as all the Corporation's Series B
Cumulative Redeemable Preferred Stock, par value $.01 per share (the "Series B
Preferred Stock"), is redeemed or otherwise ceases to be outstanding. Such
dividends shall be payable semi-annually, on the same date on which dividends on
the Series B Preferred Stock are paid (including upon redemption of the Series B
Preferred Stock), at a rate per annum per share equal to 7.5% of the Preferred
Amount Per Share. No such dividends shall accrue in respect of periods ending on
or prior to December 31, 1998.

     THIRD:  The stockholders of the Corporation, acting by written consent
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pursuant to Section 228(a) of the General Corporation Law of the State of
Delaware, did duly consent to, approve and adopt the aforesaid amendment to the
Restated Certificate of Incorporation of the Corporation.

      FOURTH:  The aforesaid amendment has been duly adopted in accordance with
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the provisions of Section 242, 141(f) and 228(a) of the General Corporation Law
of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed on its behalf by Gadi Cohen, its President, and attested by Luke M.
Beshar, its Assistant Secretary, this 20th day of August, 1998.


ATTEST:                                 PNY TECHNOLOGIES, INC.

/s/ LUKE M. BESHAR                      By: /s/ GADI COHEN
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Luke M. Beshar, Asst. Secretary            Gadi Cohen, President






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