Exhibit 3(a)

                            CERTIFICATE OF AMENDMENT
                                       OF
               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                                       OF
                      SERIES H CONVERTIBLE PREFERRED STOCK
                                       OF
                                 NCT GROUP, INC.


     NCT GROUP,  INC., a corporation  organized  and existing  under the General
Corporation Law of the State of Delaware (the "Corporation") hereby certifies as
follows:

     FIRST: That, pursuant to authority conferred upon the Board of Directors of
the  Corporation  by the Second  Restated  Certificate of  Incorporation  of the
Corporation,  and  pursuant to the  provisions  of Section 151 of Title 8 of the
Delaware  Code of 1953,  as  amended,  said Board of  Directors,  via  unanimous
written  consent dated as of June 21, 2002,  adopted a resolution  providing for
the issuance of a total of One Thousand Eight Hundred (1,800) shares of Series H
Convertible  Preferred Stock (the "Series H Preferred Stock"), and providing for
the powers, designations,  preferences and relative, participating,  optional or
other special rights and  qualifications,  limitations or restrictions  thereof,
which original  Certificate of Designations,  Preferences and Rights of Series H
Convertible   Preferred   Stock  of  the   Corporation   (the   "Certificate  of
Designations") was filed with the Secretary of State of the State of Delaware on
June 21, 2002;

     SECOND:  That the Board of  Directors  of the  Corporation,  via  unanimous
written  consent dated as of February 14, 2003,  adopted a resolution  proposing
and declaring  advisable an amendment to the Certificate of Designations,  which
resolution is as follows:

     RESOLVED,   that  the   introductory   paragraph  of  the   Certificate  of
Designations be amended to read in its entirety as follows:

          "RESOLVED,  that  pursuant to the authority  expressly  granted to and
     vested in the Board of Directors of the  Corporation  by the  provisions of
     Article IV of the  Second  Restated  Certificate  of  Incorporation  of the
     Corporation,  this  Board of  Directors  hereby  creates  a  series  of the
     Preferred  Stock of the  Corporation  with par value of $.10 per share (the
     "Preferred Stock") to consist of Two Thousand One Hundred (2,100) shares of
     the Ten Million (10,000,000)  authorized shares of Preferred Stock that the
     Corporation now has authority to issue,  and this Board of Directors hereby
     fixes the powers,  designations,  preferences and relative,  participating,
     optional  or  other  special  rights  and  qualifications,  limitations  or
     restrictions  thereof of the  shares of such  series  (in  addition  to the
     powers, designations,  preferences and relative, participating, optional or
     other  special  rights  and  qualifications,  limitations  or  restrictions
     thereof,  set forth in  Article IV of the Second  Restated  Certificate  of
     Incorporation  not inconsistent  with the terms of this resolution and that
     are applicable to the Preferred Stock) as follows:"

     THIRD:  That the introductory  paragraph of the Certificate of Designations
is hereby amended to read in its entirety as follows:

          "RESOLVED,  that  pursuant to the authority  expressly  granted to and
     vested in the Board of Directors of the  Corporation  by the  provisions of
     Article IV of the  Second  Restated  Certificate  of  Incorporation  of the
     Corporation,  this  Board of  Directors  hereby  creates  a  series  of the
     Preferred  Stock of the  Corporation  with par value of $.10 per share (the
     "Preferred Stock") to consist of Two Thousand One Hundred (2,100) shares of
     the Ten Million (10,000,000)  authorized shares of Preferred Stock that the
     Corporation now has authority to issue,  and this Board of Directors hereby
     fixes the powers,  designations,  preferences and relative,  participating,
     optional  or  other  special  rights  and  qualifications,  limitations  or
     restrictions  thereof of the  shares of such  series  (in  addition  to the
     powers, designations,  preferences and relative, participating, optional or
     other  special  rights  and  qualifications,  limitations  or  restrictions
     thereof,  set forth in  Article IV of the Second  Restated  Certificate  of
     Incorporation  not inconsistent  with the terms of this resolution and that
     are applicable to the Preferred Stock) as follows:"

     FOURTH:  That the amendment  effected herein was duly adopted in accordance
with the applicable  provisions of the General  Corporation  Law of the State of
Delaware.

     IN WITNESS  WHEREOF,  the  Corporation  has caused  this  Amendment  to the
Certificate  of  Designations  to be signed by Cy E.  Hammond,  its Senior  Vice
President   and   Chief   Financial   Officer,   as   of   the   ____   day   of
____________________, 2003.


                        NCT GROUP, INC.




                                 -----------------------------------------------
                                 Cy E. Hammond
                                 Senior Vice President & Chief Financial Officer



ATTEST:


/s/  Mark Melnick
- -----------------------------
     Mark Melnick
     Secretary