EXHIBIT 3.1.9

                           CERTIFICATE OF AMENDMENT

                                      TO

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                            PNY TECHNOLOGIES, INC.


  PNY Technologies, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware ("DGCL"), DOES HEREBY CERTIFY:

      1. The name of the Corporation is PNY Technologies, Inc.  The date of
filing of its original Certificate of Incorporation by the Secretary of State
was July 26, 1995.

      2. This Certificate of Amendment has been duly proposed by resolutions,
adopted and declared advisable unanimously by the Board of Directors of the
Corporation, duly adopted by written consent of the stockholders of the
Corporation, and duly executed and acknowledged by the officers of the
Corporation in accordance with the provisions of Sections 103, 141, 228 and 242
of the DGCL.

      3. The text of Section 1 of Article FOURTH of the Restated Certificate of
Incorporation of the Corporation is hereby amended to read in its entirety as
follows:

        "FOURTH:  1.  Authorized Capital.  The total number of shares of all
                      ------------------
     classes of capital stock which the Corporation has authority to issue is
     one hundred thirty-five million (135,000,000) shares, consisting of (i) one
     hundred twenty-five million (125,000,000) shares of Common Stock, par value
     $.01 per share (the "Common Stock") and (ii) ten million (10,000,000)
     shares of Preferred Stock, par value $.01 per share.

      4. Upon the filing of this Certificate of Amendment to the Restated
Certificate of Incorporation pursuant to the DGCL, each share of the Common
Stock issued and outstanding immediately prior to the filing shall be split into
three (3) validly issued, fully paid, and non-assessable shares of Common Stock,
without any action on the part of the holder thereof. Each certificate that
theretofore represented a share or shares of Common Stock shall thereafter
represent that number of shares of Common Stock into which the share or shares
of Common Stock represented by such certificate shall have been split.

  IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed
by its President and Chief Executive Officer and attested by its Secretary this
26th day of October, 2000.

                                        PNY TECHNOLOGIES, INC.


                                        By:  /s/ GADI COHEN
                                             ---------------------
                                        Name:  Gadi Cohen
                                        Title: President
ATTEST

/s/ HEIDI STUTO
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Name:  Heidi Stuto
Title: Secretary