EXHIBIT 3.3

                        AMENDED CERTIFICATE OF SECRETARY


          I, the undersigned, do hereby certify:

          1. That I am the duly elected and acting Secretary of SGI
International, a Utah Corporation.

          2. The Resolution set forth below is a true and correct copy of a
Resolution passed by the SGI Board of Directors on November 4, 1998.

          IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of the corporation on November 4, 1998.

/s/ JOHN R. TAYLOR
-------------------------------
John R. Taylor, Secretary

          RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board by provisions of the Certificate of Incorporation of the
Company, as amended (the "Certificate of Incorporation"), and the Corporation
Laws of the State of Utah, the issuance of a series of Preferred Stock, which
shall consist of Seventy-Five (75) shares, out of Twenty Million (20,000,000)
shares of Preferred Stock which the Company has authority to issue, be, and the
same hereby is, authorized, and the Board hereby fixes the powers, designations,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restriction thereof, of the shares of such
series (in addition to the powers, designations, preferences, and relative,
participating, optional or to other special rights and the qualification,
limitations or restrictions thereof, set forth in the Certificate of
Incorporation which may be applicable to the Preferred Stock) authorized by this
resolution as follows:

          (a) Designation and Rank

          The designation of the series of Preferred Stock authorized by this
resolution shall be 98-D Convertible Preferred Stock (the "Series 98-D Preferred
Stock"). The maximum number of shares of Series 98-D Preferred Stock shall not
have any liquidation preference (the "Liquidation Preference"). The Series 98-D
Preferred Stock shall rank prior to the Company's Common Stock and to all other
classes and series of equity securities of the Company now or hereafter
authorized, issued, or outstanding, other than any classes or series of equity
securities of the Company ranking on a parity with or senior to the Series 98-D
Preferred Stock as to dividend rights or rights upon liquidation, winding up or
dissolution of the Company. The Series 98-D Preferred Stock shall be junior to
all previous Series of Preferred Stock as to both the payment of dividends and
the distribution of assets upon liquidation, dissolution, or winding up of the
Company, and shall be junior to all outstanding debt of the Company. The Series
98-D Preferred Stock shall be subject to the creation of senior stock, parity
stock and junior stock to the extent not expressly prohibited by the Company's
Certificate of Incorporation.

          (b) Voting Rights

          Each holder of the Series 98-D Preferred Stock shall have no voting
rights or powers whatsoever on any matters concerning the Company.

          (c) Dividend Provisions

          (1) The holders of shares of Series 98-D Preferred Stock shall not be
entitled to receive any dividends.

          (d) Liquidation

          1. General. Upon any liquidation, dissolution or winding up of
the Company, the holders of the Series 98-D Preferred Stock shall not be
entitled to be paid out of the assets of the Company available for distribution
to stockholders, before any distribution or payment is made upon any Common
Stock or any other stock ranking as to the distribution of assets upon
liquidation, dissolution or winding up of the Company junior to the Series 98-D
Preferred Stock. Neither the consolidation or merger of the Company into or with
any other company or companies, nor the sale or transfer by the Company of all
or any part of its assets, nor the reduction of the capital stock of the
Company, shall be deemed to be a liquidation, dissolution, or winding up of the
Company for purposes hereof.

          (e) Conversion.

          1. General. Subject to the other provisions hereof including
paragraph (f) herein, each share of the Series 98-D Preferred Stock shall be
convertible, at the option of the holder as described in paragraph 2 below, into
700 shares of fully paid and nonassessable shares of Common Stock.

          2. Exercise of Conversion Rights. Subject to the limitations
described in paragraph (f) herein, all of the Series 98-D shall first be
convertible at the option of the holder at any time after fifteen (15) days from
October 30, 1998 (the "Closing Date"). Subject to the limitations described in
this paragraph regarding the period of time when the 98-D Preferred Stock shall
first be convertible, the Series 98-D Preferred Stock shall be convertible for
two (2) years from the Closing Date, and all of the Series 98-D shall be deemed
converted as if the second anniversary of the Closing Date was a Conversion
Date. The holder of the Series 98-D Preferred Stock shall further be prohibited
from converting any portion of the Series 98-D Preferred Stock which would
result in the holder being deemed the beneficial owner in accordance with the
provisions of Rule 13d-3 of the Securities Act of 1934, as amended, of 4.99% or
more of the issued and outstanding Common Stock of the Company.

          3. Mechanics of Conversion. The holder of the Series 98-D
Preferred Stock shall exercise its right to convert the Series 98-D Preferred
Stock by telecopying an executed and completed notice of conversion to the
Company and delivering the original notice of conversion and the certificate
representing the Series 98-D Preferred Stock to the Company by express courier.
Each business date on which a notice of conversion is telecopied to and received
by the Company in accordance with the provisions hereof shall be deemed a
Conversion Date. The Company will use its best efforts to transmit the
certificates representing shares of Common Stock issuable upon conversion of any
Series 98-D Preferred Stock (together with the certificates representing the
Series 98-D Preferred Stock not so converted) to the holder, by electronic
transfer or otherwise within five business days after the Conversion Date if the
Company has received the original duly executed notice of conversion and Series
98-D Preferred Stock certificate being so converted by such date. The person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock as of such date. If certificates for Common Stock
are not delivered within five (5) business days of actual receipt of a duly
completed election to convert and the certificate to be converted, then the
purchaser of the Series 98-D Preferred Stock will be entitled to revoke the
relevant notice of conversion by delivering a notice to such effect to the
Company whereupon the Company and the purchaser shall each be restored to their
respective positions immediately prior to the delivery of such notice of
conversion.

          4. Adjustment Provisions. The number of shares of Common Stock
issuable upon the conversion of the Preferred Stock and the Conversion Price
shall be subject to adjustment as follows:

          (i) In case the Company shall (i) pay a dividend on Common Stock in
Common Stock or securities convertible into, exchangeable for or otherwise
entitling a holder thereof to receive Common Stock, (ii) declare a dividend
payable in cash on its Common Stock and at substantially the same time offer its
shareholder a right to purchase new Common Stock (or securities convertible
into, exchangeable for or other entitling a holder thereof to receive Common
Stock) from proceeds of such dividend (all Common Stock so issued shall be
deemed to have been issued as a stock dividend), (iii) subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock, (iv)
combine its outstanding shares of Common Stock into a smaller number of shares
of Common Stock, or (v) issue by reclassification of its Common Stock any shares
of Common Stock of the Company, the number of shares of Common Stock issuable
upon conversion of the Series 98-D Preferred Stock immediately prior thereto
shall be adjusted so that the holders of the Series 98-D Preferred Stock shall
be entitled to receive after the happening of any of the events described above
that number and kind of shares as the holders would have received had such
Series 98-D Preferred Stock been converted immediately prior to the happening of
such event or any record date with respect thereto. Any adjustment made
pursuant to this subdivision shall become effective immediately after the
close of business on the record date in the case of a stock dividend
and shall become effective immediately after the close of business 
on the record date in the case of a stock split, subdivision, combination
or reclassification.

          (ii) Any adjustment in the numbers of shares of Common Stock
issuable hereunder otherwise required to be made by this Section (e)(4)
will not have to be made if such adjustment would not require an increase or
decrease in one (1%) percent or more in the number of shares of Common Stock
issuable upon conversion of the Series 98-D Preferred Stock. No adjustment in
the Conversion Rate will be made for the issuance of shares of capital stock to
directors, employees or independent contractors pursuant to the Company's or
any of its subsidiaries' stock option, stock ownership or other benefit plans
or arrangements or trusts related thereto or for issuance of any shares of
Common Stock pursuant to any plan providing for the reinvestment of
dividends or interest payable on securities of the Company and the
investment of additional optional amounts in shares of Common Stock
under such plan.

          5. Mergers, etc. In the case of any (i) consolidation or
merger of the Company into any entity (other than a consolidation or merger that
does not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock of the Company), (ii) sale, transfer, lease
or conveyance of all or substantially all of the assets of the Company as an
entirety or substantially as an entirety, or (iii) reclassification, capital
reorganization or change of the Common Stock (other than solely a change in par
value, or from par value to no par value), in each case as a result of which
shares of Common Stock shall be converted into the right to receive stock,
securities or other property (including cash or any combination thereof), each
holder of a share of Series 98-D Preferred Stock then outstanding shall have the
right thereafter to convert such share only into the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
sale, transfer, capital reorganization or reclassification by a holder of the
number of shares of Common Stock of the Company into which such shares of Series
98-D Preferred Stock would have been converted immediately prior to such
consolidation, merger, sale, transfer, capital reorganization or
reclassification, assuming such holder of Common Stock of the Company (A) is not
an entity with which the Company consolidated or into which such sale or
transfer was made, as the case may be ("constituent entity"), or an affiliate of
the constituent entity, and (B) failed to exercise his or her rights of
election, if any, as to the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer (provided
that if the kind or amount of securities, cash or other property receivable upon
such consolidation, merger, sale or transfer is not the same for each share of
Common Stock of the Company held immediately prior to such consolidation,
merger, sale or transfer by other than a constituent entity or an affiliate
thereof and in respect of which the Company merged into the Company or to which
such rights or election shall not have been exercised ("non-electing share"),
then for the purpose of this Section (e)(5) the kind and amount of securities,
cash or other property receivable upon such consolidation, merger, sale or
transfer by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). If necessary,
appropriate adjustment shall be made in the application of the provision set
forth herein with respect to the rights and interest thereafter of the holders
of shares of Series 98-D Preferred Stock, to the end that the provisions set
forth herein shall thereafter correspondingly be made applicable, as nearly as
may reasonably be, in relation to any shares of stock or other securities or
property thereafter deliverable on the conversion of the shares. The above
provisions shall similarly apply to successive consolidations, mergers, sales,
transfers, capital reorganizations and reclassifications. The Company shall not
effect any such consolidation, merger, sale or transfer unless prior to or
simultaneously with the consummation thereof the successor Company or entity (if
other than the Company) resulting from such consolidation, merger, sale or
transfer shall assume, by written instrument, the obligation to deliver to the
holder of each share of Series 98-D Preferred Stock such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to receive under this Section (e)(5).

          6. No Impairment. This Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Section (e) and in taking of all such action as may be
necessary or appropriate in order to protect the conversion rights of the
holders of Series 98-D Preferred Stock against impairment.

          7. Fractional Shares. Any fractional shares issuable upon
conversion of the Series 98-D Preferred Stock shall be rounded to the nearest
whole share or, at the election of the Company, the Company shall pay the holder
thereof an amount in cash equal to the closing bid price thereof. Whether or not
fractional shares are issuable upon conversion shall be determined on the basis
of the total number of shares of Series 98-D Preferred Stock the holder is at
the time converting to Common Stock and the number of shares of Common Stock
issuable upon such aggregate conversion.

          8. Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to Section (e)(4), the Company, at its
expense, shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and prepare and furnish to each holder of such Series 98-D
Preferred Stock a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment are
based. The Company shall, upon written request at any time of any holder of
Series 98-D Preferred Stock, furnish or cause to be furnished to such holder a
certificate setting forth the number of shares of Common Stock and the amount,
if any, of other property which at the time would be received upon the
conversion of a share of Series 98-D Preferred Stock.

          9. Reservation of Common Stock Issuable Upon Conversion. The
Company shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock solely for the purpose of effecting the
conversion of shares of Series 98-D Preferred Stock, such numbers of its shares
of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Series 98-D Preferred Stock. If at any
time the number of authorized but unissued shares of Common Stock shall be
insufficient to satisfy the conversion rights hereunder, in addition to such
other remedies as shall be available to the holder of Series 98-D Preferred
Stock, the Company will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.

          10. Status of Converted Shares. In the event any shares of
Series 98-D Preferred Stock shall be converted pursuant to Section (e) hereof,
the shares so converted shall be canceled and shall have the status of
authorized but unissued shares of Preferred Stock and may be reissued by the
Company at anytime as shares of any series of Preferred Stock other than Series
98-D Preferred Stock.

          11. Status of Retired Shares. Shares of Series 98-D Preferred
Stock, purchased or otherwise acquired for value by the Company, or converted by
the holder, shall after such acquisition, have the status of authorized and
unissued shares of Preferred Stock and may be reissued by the Company at any
time as shares of any Series of Preferred Stock other than as shares of Series
98-D Preferred Stock.

          (f) Notices.

          1. Upon the Company. Any notice pursuant to the terms thereof
to be given or made by a holder of shares of Preferred Stock to or upon the
Company shall be sufficiently given or made if sent by facsimile or by mail,
postage prepaid, addressed (until another address is sent by the Company to the
holder) as follows:

          SGI International
          1200 Prospect Street, Suite 325
          La Jolla, CA 92037

          2. Upon Series 98-D Preferred Stock Holders. Any notice
pursuant to the terms hereof to be given or made by the Company to or upon any
holder of shares of Series 98-D Preferred Stock shall be sufficiently given or
made if sent by mail, postage Prepaid, addressed (until another address is sent
by the holder to the Company) to the address of such holder on the records of
the Company.

          IN WITNESS WHEREOF, SGI International, has caused this Certificate to
be signed by its Senior Vice President, and attested to by its Secretary, this
4th day of November, 1998.

SGI INTERNATIONAL

    /s/ JOSEPH A. SAVOCA
By:_______________________________
    Joseph A. Savoca
    Chairman/CEO

Attest:

/s/ JOHN R. TAYLOR
_____________________________
John R. Taylor, Secretary