EXHIBIT 3.3
                            CERTIFICATE OF AMENDMENT

                                       TO

                          CERTIFICATE OF INCORPORATION

                                       OF

                         TRANSNATIONAL INDUSTRIES, INC.

     TRANSNATIONAL INDUSTRIES,  INC., a corporation organized and existing under
and by virtue of the  General  Corporation  Law of the  State of  Delaware  (the
"Corporation"), does hereby certify:

     First:  That the Board of  Directors of the  Corporation  on March 21, 1995
adopted  resolutions  proposing and declaring  advisable that  amendments to the
certificate of incorporation as set forth in Exhibit A attached hereto be made.

     Second: That the stockholders of the Corporation,  at the annual meeting of
stockholders held on July 14, 1995, voted to authorize the amendments set
forth in Exhibit A attached hereto.

     Third:  That the aforesaid  amendments were duly adopted in accordance with
the applicable provisions of Sections 222 and 242 of the General
Corporation Law of the State of Delaware.

     Fourth: That the effective date of the foregoing  amendments will be August
15, 1995 at 5:00 p.m. New York time.

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  certificate  to be
signed by Charles H.  Holmes,  Jr.,  its  President,  and attested to by Paul L.
Dailey, Jr., its Secretary, this 31 day of July, 1995.

                             TRANSNATIONAL INDUSTRIES, INC.

                             By:   /s/ Charles H. Holmes, Jr.
                                   --------------------------
                                   Name: Charles H. Holmes, Jr.
                                   Title: President

Attest:

By:      /s/ Paul L. Dailey Jr.
         ----------------------
         Name: Paul L. Dailey, Jr.
         Title: Secretary





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                                                                      EXHIBIT A

     The first and second  sentences  of Article  Fourth of the  Certificate  of
Incorporation of the Corporation are amended and restated as follows:

          FOURTH:  The total  number of  shares of stock  which the  Corporation
     shall  have  authority  to  issue  is  One  Million  One  Hundred  Thousand
     (1,100,000)  shares.  All  such  shares  are to have a par  value,  and are
     classified as One Million  (1,000,000)  shares of Common  Stock,  $0.20 par
     value per share, and one One Hundred Thousand (100,000) shares of Preferred
     Stock, $0.01 par value per share.

     A final  paragraph  is  added  to  Article  Fourth  of the  Certificate  of
Incorporation of the Corporation as follows:

          Each twenty shares of Common Stock of the Corporation, par value $0.01
     per share,  either issued and  outstanding  or held by the  Corporation  as
     treasury stock,  immediately prior to 5:00 p.m. New York time on August 15,
     1995  shall  be and  are  hereby  automatically  reclassified  and  changed
     (without  any  further  act) at 5:00 p.m.  New York time on August 15, 1995
     into one  fully-paid  and  nonassessable  share of the Common  Stock of the
     Corporation,  par value $0.20 per share,  without  increasing or decreasing
     the  amount  of stated  capital  or  paid-in  surplus  of the  Corporation,
     provided  that no  fractional  shares shall be issued (the  "Reverse  Stock
     Split"). Stockholders otherwise entitled to fractional share interests as a
     result of the  Reverse  Stock Split shall be entitled to receive in lieu of
     such  fractional  share scrip  which shall  entitle the holder to receive a
     full share when combined with other scrip to equal a full share. Such scrip
     shall  not  constitute  title to  outstanding  shares,  grants  no  voting,
     dividend or liquidation  rights,  may not be combined with cash to purchase
     shares and becomes void if not  exchanged for a full share on or before the
     date three years after the effective date of this amendment.