CERTIFICATE OF AMENDMENT
                                       TO
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            NTN COMMUNICATIONS, INC.


     James B. Frakes hereby certifies as follows:

     1.  He is the  duly  appointed  and  acting  Chief  Financial  Officer  and
Secretary of NTN Communications, Inc., a Delaware corporation.

     2.  The  first  sentence  of  Article IV  of the  Restated  Certificate  of
Incorporation  of this  corporation is hereby amended to read in its entirety as
follows:

          The total number of shares of stock which the corporation  shall have
     authority to issue is 94,000,000  shares,  of which 84,000,000 shares shall
     be  Common  Stock,  par value  $.005 per  share,  and  10,000,000  shall be
     Preferred Stock, par value $.005 per share.

     3. The foregoing amendment of the Restated  Certificate of Incorporation of
this  corporation  has been duly adopted in accordance  with  Section 242 of the
Delaware General Corporation Law.

     NTN  Communications,  Inc.  has caused this  Certificate  of  Amendment  to
Restated  Certificate  of  Incorporation  to be signed by James B.  Frakes,  its
authorized officer, this 27th day of May, 2003.



                                   By: /s/ James B. Frakes
                                   Name: James B. Frakes
                                   Title:  Chief Financial Officer and Secretary