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                                                                   Exhibit 3.1.2


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        BIG 5 SPORTING GOODS CORPORATION
                             a Delaware corporation


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                         Pursuant to Section 242 of the
                General Corporation Law of the State of Delaware
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         BIG 5 SPORTING GOODS CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         FIRST: That the date of filing of the Corporation's original
Certificate of Incorporation with the Office of the Secretary of State of the
State of Delaware was October 31, 1997, and that the Corporation filed a
Certificate of Designations of the Powers, Preferences and Other Special Rights
of Series A 13.45% Senior Exchangeable Preferred Stock, and Qualifications,
Limitations and Restrictions Thereof (the "Series A Preferred Stock Certificate
of Designations") with the Office of the Secretary of State of the State of
Delaware on November 13, 1997.

         SECOND: That the Board of Directors of the Corporation has adopted
resolutions proposing and declaring advisable the following amendment to the
Certificate of Designations of the Corporation:

                  "NOW, THEREFORE, BE IT RESOLVED, that clause (e) (Redemption)
         of Section 1 of the Series A Preferred Stock Certificate of
         Designations be amended and restated in its entirety as follows:


         (e) Redemption.

                  (i)      Optional Redemption.

                           (A) The Company may (subject to contractual and other
                  restrictions with respect thereto and the legal availability
                  of funds therefor), at the option of the Company, redeem at
                  any time on or after November 13, 2002, from any source of
                  funds legally available therefor, in whole or in part, in the
                  manner provided in paragraph (e)(iii) hereof, any or all of
                  the shares of the Series A Preferred Stock, at the redemption
                  prices (expressed as a percentage of the then liquidation
                  preference (both permanent and conditional

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                  as then in effect) thereof) set forth below plus, without
                  duplication, an amount in cash equal to all accumulated and
                  unpaid dividends per share (including an amount in cash equal
                  to a prorated dividend for the period from the Dividend
                  Payment Date immediately prior to the Redemption Date to the
                  Redemption Date) (the "Optional Redemption Price"), if
                  redeemed during the 12-month period beginning on November 13
                  of each of the years indicated below:

<TABLE>
<CAPTION>
              Year                                           Percentage
              ----                                           ----------
<S>                                                          <C>
              2002........................................     106.725%
              2003........................................     105.380%
              2004........................................     104.035%
              2005........................................     102.690%
              2006........................................     101.345%
              2007 and thereafter.........................     100.000%
</TABLE>

                  provided that no optional redemption pursuant to this
                  paragraph e(i)(A) shall be authorized or made at less than
                  101% of the then liquidation preference (both permanent and
                  conditional as then in effect) of the Series A Preferred Stock
                  at any time when the Company is making or purchasing shares of
                  Series A Preferred Stock under a Change of Control Offer in
                  accordance with the provisions of paragraph (h)(i) hereof.

                           (B) In addition, on or prior to November 13, 2002,
                  the Company may, at its option, on one or more occasions
                  redeem, in the manner provided in paragraph (e)(iii) hereof,
                  any or all of the shares of the Series A Preferred Stock then
                  outstanding, at the redemption price set forth below,
                  following any underwritten public offering (a "Public
                  Offering") of its Common Stock.

                           For purposes of this Section (e)(i)(B), the
                  redemption price shall be (i) a non-transferable,
                  interest-free note in such form and with such terms as are
                  determined by the Board of Directors of the Company (an
                  "Additional Payment Note") evidencing the right to receive the
                  Additional Payment (as defined in Section (e)(I)(D)) and (ii)
                  an amount in cash (the "Contingent Redemption Price") equal to
                  the sum of (I) the Public Offering Redemption Percentage (as
                  defined below) multiplied by the then liquidation preference
                  (both permanent and conditional as then in effect), plus,
                  without duplication, (II) an amount in cash equal to all
                  accumulated and unpaid dividends per share (including an
                  amount in cash equal to a prorated dividend for the period
                  from the Dividend Payment Date immediately prior to the
                  Redemption Date to the Redemption Date). The "Public Offering
                  Redemption Percentage" shall be 110% less (II) the number
                  (computed to three decimal places) calculated as follows and
                  expressed as a percentage: (x) the product of (A) the
                  underwriters' discount (the "Underwriters' Discount") in
                  connection with the Public Offering (expressed as a
                  percentage) multiplied by (B) the price per share of Common
                  Stock (before underwriting commissions and discounts) in the
                  Public Offering multiplied by (C) the sum of (i) the



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                  maximum number of shares of Common Stock to be sold by selling
                  stockholders in the Public Offering and (ii) the maximum
                  number of shares of Common Stock to be repurchased by the
                  Company from its employee-stockholders with a portion of the
                  proceeds of the Public Offering as described in the prospectus
                  relating to the Public Offering, in each case assuming
                  exercise in full of the underwriters' "green shoe" option
                  (such aggregate number of shares, the "Maximum Number"); and
                  then dividing such product by (y) the aggregate liquidation
                  preference of all outstanding shares of Series A Preferred
                  Stock immediately prior to redemption.

                           (C) In the event of a redemption pursuant to
                  paragraph (e)(i)(A) or (e)(i)(B) hereof of only a portion of
                  the then outstanding shares of the Series A Preferred Stock,
                  the Company shall effect such redemption as it determines, pro
                  rata according to the number of shares held by each Holder of
                  Series A Preferred Stock or by lot, as may be determined by
                  the Company in its sole discretion.

                      (ii) Mandatory Redemption. On November 13, 2009, the
              Company shall redeem, subject to contractual and other
              restrictions thereupon, from any source of funds legally available
              therefor, in the manner provided in Paragraph (e)(iii) hereof, all
              of the shares of the Series A Preferred Stock then outstanding at
              a redemption price equal to 100% of the then liquidation
              preference (both permanent and conditional as then in effect) per
              share, plus, without duplication, an amount in cash equal to all
              accumulated and unpaid dividends per share (including an amount
              equal to a prorated dividend for the period from the Dividend
              Payment Date immediately prior to the Redemption Date to the
              Redemption Date) (the "Mandatory Redemption Price").

                      (iii) Procedures for Redemption.

                           (A) At least 20 days and not more than 60 days prior
                  to the date fixed for any redemption of the Series A Preferred
                  Stock, written notice (the "Redemption Notice") shall be given
                  by first-class mail, postage prepaid, to each Holder of Series
                  A Preferred Stock of record as of the date such notice is
                  given at such Holder's address as the same appears on the
                  stock register of the Company, provided that no failure to
                  give such notice nor any deficiency therein shall affect the
                  validity of the procedure for the redemption of any shares of
                  Series A Preferred Stock to be redeemed except as to the
                  Holder or Holders to whom the Company has failed to give said
                  notice or except as to the Holder or Holders whose notice was
                  defective. The Redemption Notice shall state: (1) whether the
                  redemption is pursuant to paragraph (e)(i)(A), (e)(i)(B) or
                  (e)(ii) hereof; (2) the Optional Redemption Price, the
                  Contingent Redemption Price or the Mandatory Redemption Price,
                  as the case may be; (3) whether all or less than all the
                  outstanding shares of the Series A Preferred Stock are to be
                  redeemed and the total number of shares of the Series A
                  Preferred Stock being redeemed; (4) the number of shares of
                  Series A Preferred Stock held, as of the appropriate record
                  date, by the Holder that the Company intends to redeem; (5)
                  the date fixed for redemption; (6) that



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                  the Holder is to surrender to the Company, at the place or
                  places where certificates for shares of Series A Preferred
                  Stock are to be surrendered for redemption, in the manner and
                  at the price designated, such Holder's certificate or
                  certificates representing the shares of Series A Preferred
                  Stock to be redeemed; and (7) that dividends on the shares of
                  the Series A Preferred Stock to be redeemed shall cease to
                  accrue on such Redemption Date unless the Company defaults in
                  the payment of the Optional Redemption Price, the Contingent
                  Redemption Price or the Mandatory Redemption Price, and, if
                  applicable, the delivery of the Additional Payment Note, as
                  the case may be.

                           (B) Each Holder of Series A Preferred Stock shall
                  surrender the certificate or certificates representing such
                  shares of Series A Preferred Stock to the Company, duly
                  endorsed, in the manner and at the place designated in the
                  Redemption Notice, and on the Redemption Date the full
                  Optional Redemption Price, Contingent Redemption Price or
                  Mandatory Redemption Price, as the case may be, for such
                  shares shall be payable in cash, and, if applicable, the
                  Additional Payment Notes for such shares shall be deliverable,
                  to the Person whose name appears on such certificate or
                  certificates as the owner thereof, and each surrendered
                  certificate shall be canceled and retired. In the event that
                  less than all of the shares represented by any such
                  certificate are redeemed, a new certificate shall be issued
                  representing the unredeemed shares.

                           (C) If (i) the Redemption Notice is duly mailed as
                  described in subparagraph (iii)(a) and (ii) either (x) a sum
                  in cash is set apart irrevocably in trust sufficient to pay
                  the applicable redemption price payable at the Redemption Date
                  on the shares of Series A Preferred Stock called for
                  redemption (whether before or on the Redemption Date) or (y)
                  the Company pays in full the applicable redemption price
                  payable at the Redemption Date, and (iii) if applicable, the
                  Company delivers or has prepared for irrevocable delivery
                  (whether before or on the Redemption Date) the Additional
                  Payment Notes, then, notwithstanding that any certificate for
                  shares so called for or subject to redemption shall not have
                  been surrendered for cancellation, (1) dividends on the Series
                  A Preferred Stock called for redemption shall cease to
                  accumulate on the Redemption Date, (2) such shares shall no
                  longer be deemed to be outstanding or have the status of
                  shares of Series A Preferred Stock, (4) such shares shall no
                  longer be transferable on the books of the Company and (5) all
                  rights of the Holders of such redemption shares as
                  stockholders of the Company shall cease, other than the right
                  to receive from the Company or exchange agent or other agent
                  selected by the Company the Optional Redemption Price, the
                  Contingent Redemption Price or the Mandatory Redemption Price,
                  and, if applicable, the Additional Payment Note, as the case
                  may be, without interest.

                           (D) In the event that the total number of shares of
                  Common Stock actually sold by selling stockholders in the
                  Public Offering and repurchased by the Company from its
                  employee-stockholders with a portion of the proceeds of the
                  Public Offering (the "Actual Number") is less than the


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                  Maximum Number, then the Additional Payment shall be
                  calculated by multiplying the liquidation preference of a
                  share of Series A Preferred Stock as in effect immediately
                  prior to redemption by a percentage calculated as follows: (x)
                  the product of (A) the Underwriters' Discount multiplied by
                  (B) the price per share of Common Stock (before underwriting
                  commissions and discounts) in the Public Offering multiplied
                  by (C) the amount calculated by subtracting the Actual Number
                  from the Maximum Number; and then dividing such product by (y)
                  the aggregate liquidation preference of all shares of Series A
                  Preferred Stock outstanding immediately prior to the
                  Redemption Date; provided that if the Actual Number equals the
                  Maximum Number or if the Additional Payment would be less than
                  $0.50, then the Additional Payment shall be $0.00. The
                  Additional Payment Notes shall provide that the Additional
                  Payment, if any, shall be payable in cash promptly (and in any
                  event within 10 business days) after the Company finally
                  determines the Actual Number to the Person whose name appears
                  on a certificate or certificates for the Series A Preferred
                  Stock as the owner thereof prior to redemption."

         THIRD: That the foregoing amendment to the Corporation's Certificate
of Incorporation was duly adopted in accordance with the applicable provisions
of Section 242 of the General Corporation Law of the State of Delaware and the
Corporation's Certificate of Incorporation.



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         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be duly executed by its duly authorized officer on the 31st day of
May 2002.


                                       BIG 5 SPORTING GOODS CORPORATION,
                                       a Delaware corporation



                                       By: /s/ Charles P. Kirk
                                          --------------------------------------
                                          Charles P. Kirk
                                          Senior Vice President and Chief
                                           Financial Officer



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