Exhibit 3.8

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                            FOCUS ENHANCEMENTS, INC.


FOCUS Enhancements, Inc., a corporation organized and existing under the laws of
the State of Delaware  (the  "Corporation"),  pursuant to the  provisions of the
General  Corporation  Law of the State of  Delaware  (the  "DGCL"),  DOES HEREBY
CERTIFY as follows:

FIRST:  The Certificate of Incorporation of the Corporation is hereby amended by
deleting the first paragraph of Section 4 of the Certificate of Incorporation in
its present form and  substituting  therefor new first and second  paragraphs of
Section 4 in the following form:

         A.       The  Corporation  is authorized to issue two classes of stock,
                  to be designated,  respectively, "Common Stock" and "Preferred
                  Stock."  The  total  number  of  shares  this  corporation  is
                  authorized to issue is One Hundred Three Million (103,000,000)
                  shares capital stock.

         B.       Of such authorized shares,  One Hundred Million  (100,000,000)
                  shares shall be designated "Common Stock" and have a par value
                  of $0.01 per share. Three Million  (3,000,000) shares shall be
                  designated "Preferred Stock" and have a par value of $0.01 per
                  share.

SECOND: The amendment of the Certificate of Incorporation of the Corporation set
forth in this  Certificate of Amendment has been duly adopted in accordance with
the  provisions  of Section 242 of the DGCL by (a) the Board of Directors of the
Corporation  having duly adopted a resolution  setting forth such  amendment and
declaring  its  advisability  and  submitting  it to  the  shareholders  of  the
Corporation  for their  approval,  and (b) the  shareholders  of the Corporation
having duly adopted  such  amendment by vote of the holders of a majority of the
outstanding  stock entitled to vote thereon at a special meeting of shareholders
called and held upon notice in accordance with Section 222 of the DGCL.

IN WITNESS WHEREOF,  the Corporation has caused this Certificate of Amendment to
be signed by Gary L.  Williams,  its Secretary and Chief  Financial  Officer (an
authorized officer), this 12th day of March 2004.

                                      FOCUS ENHANCEMENTS, INC.
                                      /s/ Gary Williams
                                      ------------------------------------------
                                      Gary L. Williams
                                      Secretary and Chief Financial Officer