EXHIBIT 3(ii)(A)

    AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS OF EOS INTERNATIONAL, INC.

        Section 3.02 of the By-laws of the Corporation is deleted and replaced
in its entirety with the following:

               SECTION 3.02 NUMBER, ELECTION, AND TERM OF OFFICE. The
               number of Directors which shall constitute the whole
               Board shall be fixed from time to time by resolution of
               the Board of Directors but shall not be less than one
               nor more than fifteen. Except as otherwise provided in
               these By-Laws, all decisions of the Board of Directors
               shall be made by a majority of its members. Directors
               need not be stockholders. Directors shall be elected at
               the annual meeting of Stockholders or, if, in
               accordance with Section 2.01 hereof, no such annual
               meeting is held, by written consent in lieu of a
               meeting pursuant to Section 2.09 hereof; and each
               Director so elected shall hold office until his
               successor is elected and qualified or until his earlier
               death, resignation, or removal in the manner
               hereinafter provided.