Exhibit 3(h)

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 NCT GROUP, INC.
                      (formerly Noise Cancellation Technologies, Inc.)

NCT GROUP, INC., a Delaware corporation (the "Corporation")  hereby certifies as
follows:

      FIRST:  That the Board of  Directors of the  Corporation,  at a meeting of
such Board held on April 13, 1999, adopted a resolution  proposing and declaring
advisable the following  amendment to the Restated  Certificate of Incorporation
of the Corporation,  and declaring that such proposed amendment be submitted for
consideration by the stockholders of the Corporation entitled to vote in respect
thereof. The resolution setting forth the proposed amendment is as follows:

            RESOLVED,   that  paragraph  (a)  of  Article  IV  of  the  Restated
      Certificate of  Incorporation  of the  Corporation,  be amended to read as
      follows:

            (a) Authorized Shares. The total number of shares of stock which the
      Corporation  shall have  authority  to issue is  335,000,000  which  shall
      consist of 325,000,000 shares, $0.01 par value, designated as Common Stock
      and 10,000,000 shares, $.10 par value, designated as Preferred Stock.

     SECOND:  Paragraph  (a)  of  Article  IV of  the  Restated  Certificate  of
Incorporation,  relating to the  capitalization  of the  Corporation,  is hereby
deleted and amended to read in its entirety as follows:

            (a) Authorized Shares. The total number of shares of stock which the
      Corporation  shall have  authority  to issue is  335,000,000  which  shall
      consist of 325,000,000 shares, $.01 par value,  designated as Common Stock
      and 10,000,000 shares, $.10 par value, designated as Preferred Stock.

      THIRD:  The amendment  effected herein has been approved by the holders of
at least a majority of all the outstanding shares of the Corporation entitled to
vote thereon at the Annual Meeting of Stockholders  of the  Corporation  held on
June 24, 1999.

      FOURTH:  The amendment effected herein was duly adopted in accordance with
the applicable  provisions of Section 242 of the General  Corporation Law of the
State of Delaware.

     IN  WITNESS  WHEREOF,  NCT  Group,  Inc.  has caused  this  Certificate  of
Amendment to be signed by Michael J. Parrella, its President, and attested to by
Irene Lebovics, its Secretary, this 22nd day of July, 1999.


ATTEST:                                   NCT Group, Inc.

By:   /s/ IRENE LEBOVICS                  By:   /s/ MICHAEL J. PARRELLA
      ------------------                        -----------------------
      Irene Lebovics, Secretary                 Michael J. Parrella, President