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                                                                   EXHIBIT 4.1.2
 
                CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE
                    OF INCORPORATION OF JAKKS PACIFIC, INC.
 
     The undersigned hereby certifies as follow:
 
     1. The Board of Directors of JAKKS Pacific, Inc., a Delaware corporation
(the "Company"), has adopted resolutions to increase the number of shares of
Preferred Stock that the Company shall have authority to issue to 1,000,000
shares, and, for this purpose, authorizing that the Company's Restated
Certificate of Incorporation be amended by deleting Article FOURTH thereof in
its entirety and by inserting in lieu thereof the following:
 
             FOURTH: The total number of shares of stock which the Company shall
        have authority to issue is 26,000,000 shares, of which 25,000,000 shares
        shall comprise a single class of common stock, par value $.001 per
        share, and 1,000,000 shares shall comprise a single class of preferred
        stock, par value $.001 per share (the "Preferred Stock"). The shares of
        Preferred Stock may be issued from time to time, when and as authorized
        by the Company's Board of Directors in one or more series, upon such
        terms and conditions as the Company's Board of Directors shall approve.
        The Company's Board of Directors is expressly authorized to provide for
        the issuance of all or any shares of the Preferred Stock in one or more
        classes or series, and, subject to the provisions hereof, to fix by
        resolution or resolutions the designations, powers, preferences and
        relative, participating, optional or other special rights, and the
        qualifications, limitations and restrictions, of each such class or
        series.
 
     2. The foregoing amendment was duly adopted in accordance with Section 242
of the General Corporation Law of Delaware.
 
     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate on
this 12th day of February, 1999.
 
                                                   /s/ Stephen G. Berman
                                              ----------------------------------
                                                 Stephen G. Berman, President