CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ACTIVISION HOLDINGS, INC.
ACTIVISION HOLDINGS, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That pursuant to consent in writing of all of the directors
of Activision Holdings, Inc., resolutions were duly adopted setting forth a
proposed amendment of the Amended and Restated Certificate of Incorporation
of such corporation, declaring said amendment to be advisable and calling for
consideration thereof by the sole stockholder. The resolution setting forth
the proposed amendment is as follows:
RESOLVED, that the Amended and Restated Certificate of
Incorporation of this corporation be amended by changing the
Article thereof numbered "1" so that, as amended, said Article
shall be and read as follows:
"1. The name of the corporation is Activision, Inc."
SECOND: That thereafter, pursuant to resolution of all of its
directors, the sole stockholder of the corporation considered the amendment
and consented to the amendment, in writing duly signed by said stockholder.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced
under or by reason of said amendment.
IN WITNESS WHEREOF, said ACTIVISION HOLDINGS, INC. has caused this
certificate to be signed by its President this 9 day of June,2000.
ACTIVISION HOLDINGS, INC.
By:/s/ Brian G. Kelly
____________________________
Brian G. Kelly, President
