EXHIBIT 4.2


                  Amendment to  Restated Articles of Incorporation




                             K-TEL INTERNATIONAL, INC.
                               ARTICLES OF AMENDMENT
                             INCIDENT TO STOCK SPLIT BY
                                 BOARD OF DIRECTORS


     The undersigned, David Weiner, President of K-tel International, Inc., a
Minnesota corporation (the "Company"), hereby certifies:

     1.   Article III of the Company's Articles of Incorporation has been
amended to read in its entirety as follows:

                                    ARTICLE III

          The authorized capital stock of this Corporation shall be 15,000,000
     shares of Common Stock with a par value of one cent ($.01) per share (the
     "Common Stock") and 4,000,000 shares of preferred stock (the "Preferred
     Stock) in one or more series, with par value to be determined by the Board
     of Directors as specified below.  Each share of Preferred Stock shall have
     such par value and shall entitle the holder thereof to such rights, voting
     power, dividends, redemption rights or privileges, rights on liquidation or
     dissolution, conversion rights and privileges, sinking or purchase fund
     rights and other preferences, privileges and restrictions as may be fixed
     by the Board of Directors by resolution thereof filed in accordance with
     Chapter 302A of the Minnesota Statutes.  This Corporation shall not issue
     nonvoting common stock.

     2.   Such amendment (i) has been adopted in accordance with the
requirements of, and pursuant to, Chapter 302A of the Minnesota Statutes, (ii)
was adopted pursuant to Section 302A.402 of the Minnesota Statutes in connection
with a division of the Company's Common Stock;  and (iii) will not adversely
affect the rights or preferences of the holders of outstanding shares of any
class or series of the Company and will not result in the percentage of
authorized shares that remains unissued after such division exceeding the
percentage of authorized shares that were unissued before the division.

     3.   The division giving rise to the amendment set forth above concerns a
two for one split of the Common Stock of the Company in the form of a stock
dividend.  Such division is being effected as follows:

          (a)  on the date these Articles of Amendment are filed with the
     Secretary of State of the State of Minnesota (the "Effective Date"), each
     share of Common Stock then outstanding will be split and converted into two
     (2) shares of Common Stock of the Company (the "Stock Split");  and




          (b)  as soon as practicable after the Effective Date, the Company's
     transfer agent and registrar will sign and register a certificate or
     certificates representing one share of the authorized but unissued Common
     Stock of the Company for every share of Common Stock held of record by each
     common stockholder of record as of the Effective Date (without giving
     effect to the Stock Split), and will deliver or mail such certificates to
     each holder.

IN WITNESS WHEREOF, I have subscribed my name this 1st day of May, 1998.



                              /s/David Weiner
                              ---------------
                              David Weiner
                              President