EXHIBIT 3.3


                               STATE OF DELAWARE
                                                               PAGE 1
                        OFFICE OF THE SECRETARY OF STATE

                        ________________________________


         I, HARRIET SMITH WINDSOR,  SECRETARY OF STATE OF THE STATE OF DELAWARE,

DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF

AMENDMENT OF "DHB CAPITAL GROUP INC.", CHANGING ITS NAME FROM "DHB CAPITAL GROUP

INC." TO "DHB INDUSTRIES,  INC.",  FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY

OF JULY, A.D. 2001, AT 4 O'CLOCK P.M.

         A FILED COPY OF THIS  CERTIFICATE  HAS BEEN FORWARDED TO THE NEW CASTLE

COUNTY RECORDER OF DEEDS.





                        [SEAL GOES HERE]           /s/HARRIET SMITH WINDSOR


2431782 8100                                            AUTHENTICATION:  1260165

010358342                                                DATE:  07-24-01


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            DHB CAPITAL GROUP, INC.

         DHB Capital Group Inc. (the "Corporation"), a corporation organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware, DOES HEREBY CERTIFY:

         1. That by  unanimous  written  consent,  the Board of directors of the
Corporation duly adopted  resolutions  setting forth a proposed amendment to the
Certificate  of  Incorporation  declaring  said  amendment to be  advisable  and
directing  that the amendment be  considered  at the next Annual  Meeting of the
Stockholders  of the  Corporation.  The  resolution  setting  forth the proposed
amendment is as follows:

                  RESOLVED,  that the Certificate of Incorporation be amended to
                  change the name of the Company from DHB Capital  Group Inc. to
                  DHB Industries, Inc. and that for the purpose to amend Article
                  First thereof to read in its entirety as follows:

                  FIRST: The name of the corporation is DHB Industries, Inc.

         2.  That  thereafter,   the  Annual  Meeting  of  Stockholders  of  the
Corporation was duly called and held on July 20, 2001, upon notice in accordance
with section 222 of the General  Corporation  Law of the State of  Delaware,  at
which  meeting the  necessary  number  shares  required by statute were voted in
favor of the amendment.

         3. That said amendment was duly adopted in accordance  with  provisions
of Section 242 of the General Corporation Law of the State of Delaware.

         IN  WITNESS  WHEREOF,  said DHB  Capital  Group Inc.  has  caused  this
Certificate  to be signed by David H. Brooks,  its Chairman and Chief  Executive
Officer, and attested by Dawn M. Schlegel, its Secretary, this 20th day of July,
2001.


                        DHB Capital Group Inc.


                        /s/DAVID H. BROOKS
                        -------------------------------
                        David H. Brooks, Chairman and
                        Chief Executive Officer



ATTEST:


By:/s/DAWN M. SCHLEGEL
---------------------------
Dawn M. Schlegel, Secretary

                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:00 PM 07/24/2001
                                                          010358342 - 2431782