EXHIBIT 3.3

      FILED
IN THE OFFICE OF THE
 SECRETARY OF STATE
  STATE OF NEVADA
    AUG 09 1999
   NO. C28590-97
  /s/ DEAN HELLER
    DEAN HELLER
SECRETARY OF STATE



              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                            (After Issuance of Stock)

                         WADE COOK FINANCIAL CORPORATION
--------------------------------------------------------------------------------
                               Name of Corporation

     We the undersigned           Wade B. Cook             and
                          President or Vice President

Laura M. Cook of Wade Cook Financial Corporation
Secretary

do hereby certify:

     That the Board of Directors of said corporation at a meeting duly convened,
held on the 2nd day of June,  1999,  adopted a resolution  to amend the original
articles as follows:

Article III is amended to read as follows:
------------------------------------------
     Article III: The number of shares the corporation is authorized to issue is
one hundred and forty  million  (140,000,000)  shares of Common Stock with a par
value of $.001 per share and five million (5,000,000) shares of Preferred Stock,
with a par value of $10.00 per share.  Shares of either the common or  preferred
stock of the  Corporation may be issued from time to time in one or more classes
or series,  each of which class or series may have such distinctive  designation
of title as shall be fixed by the Board of Directors of the Corporation prior to
the  issuance  of any shares  thereof.  Each such class or series of stock shall
have such voting  powers,  full or limited,  or no voting power,  and such other
relative,  participating,   optional  or  other  rights,  redemption  provisions
(including sinking fund provisions), dividend rates, liquidation preferences and
conversion rights, and such qualifications, limitations or restrictions thereof,
as shall be stated in such resolution or resolutions  providing for the issuance
of such  class or  series  of stock as may be  adopted  from time to time by the
Board of Directors  prior to the issuance of any shares thereof  pursuant to the
authority  hereby  expressly  vested in it, all in  accordance  with laws of the
State of Nevada.  Any action by the Board of Directors  under this section shall
require  the  affirmative  vote of a  majority  of the  members  of the Board of
Directors then in office.


Article V is amended to read as follows:
----------------------------------------
     Article  V: The  governing  board of the  Corporation  shall be  styled  as
"Directors."  The initial  Board of Directors  shall consist of ten (10) members
and may be increased or decreased  from time to time in the manner  specified in
the Bylaws of this Corporation;  provided, however, that the number shall not be
less than three (3) nor more than  twelve  (12).  In case of an  increase in the
number of directors,  the additional  director or directors  shall be elected by
the shareholders


<PAGE>


at an annual meeting or at a special meeting called for that purpose. In case of
a vacancy in the Board of Directors,  the remaining directors, by majority vote,
may elect a successor  to hold  office for the  unexpired  term of the  director
whose  position  is  vacant,  and  until the  election  and  qualification  of a
successor.

     The directors of the Corporation will be divided into three classes:  Class
I, Class II and Class III.  Such  classes  must be as nearly  equal in number as
possible.  The term of the initial  Class I  directors  will expire at the first
annual  meeting  of the  shareholders  following  designation;  the  term of the
initial  Class II  directors  will  expire at the second  annual  meeting of the
shareholders  following  designation;  and the  term of the  initial  Class  III
directors will expire at the third annual meeting of the shareholders  following
designation.  Thereafter,  the term of office of a  director  shall be three (3)
years.  If the number of  directors  is  increased  or  decreased  in the manner
specified in the Bylaws,  such change will be  apportioned  among the classes so
that after the  change,  the classes  will  remain as nearly  equal in number as
possible.

     Notwithstanding  any other provision of these Articles of  Incorporation or
the  Bylaws  of the  Corporation,  the  provisions  of the  Article V may not be
amended or repealed,  and no provisions  inconsistent herewith may be adopted by
the  Corporation  without  the  affirmative  vote  of the  holders  of at  least
two-thirds (2/3) of the Corporation's outstanding Common Stock.

     The names  and  street  addresses  and class  designations  of the  initial
directors of the Corporation is as follows:

     Wade B. Cook, 14675 Interurban Ave. S., Seattle, WA 98168. Class I


Article VIII is amended to read as follows:
-------------------------------------------
     Article VIII: Every person who was or is a party to, or is threatened to be
made a party to, or is  involved  in any  action,  suit or  proceeding,  whether
civil, criminal, administrative or investigative, by reason of the fact that he,
or a person  of whom he is the legal  representative,  is or was a  director  of
officer  of  the  Corporation,  or is or  was  serving  at  the  request  of the
Corporation  as a  director  or  officer  of  another  corporation,  or  as  its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the  laws of the  State  of  Nevada  from  time to time  against  all  expenses,
liability and loss (including  attorneys'  fees,  judgements,  fines and amounts
paid or to be paid in  settlement)  reasonably  incurred  or  suffered by him in
connection  therewith.  Such right of indemnification  shall be a contract right
which may be  enforced in any manner  desired by such  person.  The  expenses of
directors and officers incurred in defending a civil or criminal action, suit or
proceeding  must be paid by the  Corporation as they are incurred and in advance
of the final  disposition of the action suit or  proceeding,  upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is  ultimately  determined by a court of competent  jurisdiction  that he is not
entitled to be indemnified  by the  Corporation.  Such right of  indemnification
shall  not  be  exclusive  of  any  right  which  such  directors,  officers  or
representatives  may or hereafter acquire,  and, without limiting the generality
of such  statement,  they  shall be  entitled  to  their  respective  rights  of
indemnification under any bylaw, agreement,  vote of stockholders,  provision of
law, or otherwise, as well as their rights under this Article.



<PAGE>

     Without  limiting the application of the foregoing,  the Board of Directors
may adopt Bylaws from time to time with respect to  indemnification,  to provide
at all times the fullest  indemnification  permitted under the laws of the State
of Nevada,  and may cause the  Corporation to purchase and maintain on behalf of
any person who is or was a director or officer of the Corporation,  or is or was
serving at the  request of the  Corporation  as a director or officer of another
corporation, or as its representative in a partnership,  joint venture, trust or
other enterprise against any liability asserted against such person and incurred
in any  such  capacity  or  arising  out of  such  status,  whether  or not  the
Corporation would have the power to indemnify such person.  The  indemnification
provided in this  Article  shall  continue as to a person who has ceased to be a
director, officer, employee, agent, and shall inure to the benefit of the heirs,
executors and administrators of such person.

     The number of shares of the corporation outstanding and entitled to vote on
an amendment  to the  Articles of  Incorporation  is  64,383,730;  that the said
change(s) and amendment have been consented to and approved by a majority of the
stockholders  holding at least a majority of each class of stock outstanding and
entitled to vote thereon.


                                       /s/ Wade B Cook
                                       -----------------------------------------
                                                     President or Vice President


                                       /s/ Laura M. Cook
                                       -----------------------------------------
                                                Secretary or Assistant Secretary



State of Washington    )
                       ) ss.
County of King         )

     On July 22, 1999,  personally  appeared before me, a Notary Public, Wade B.
Cook & Laura M. Cook, who acknowledged that they executed the above instrument.



                                       /s/ Patricia A. Sanders
                                       -----------------------------------------
                                                             Signature of Notary



[Notary Seal of Patricia A. Sanders
 Notary Public for the State of Washington]