Exhibit
      3.3 Restated and Amended Amendment to Articles of Incorporation





Certificate
      of Amendment to Articles of Incorporation


For
      Nevada Profit corporations


(Pursuant
      to NRS 78.308 and 78.300 - After Issuance of Stock)


Name
      of
      corporation:


NATURAL
      ALTERNATIVE PRODUCTS, INC., A NEVADA CORPORATION





The
      articles have been amended as follows (provide article numbers, if
      available):





ARTICLE
      FOUR OF THE ARTICLES OF INCORPORATION, ORIGINALLY FILED IN THE OFFICE OF THE
      SECRETARY OF STATE OF NEVADA ON MARCH 4, 1999; SUBPARAGRAPH ONE (1) THEREOF
      IS
      AMENDED AS FOLLOWS:





The
      corporation shall have authority to issue an aggregate of ONE HUNDRED MILLION
      (100,000,000) Common Capital Shares, PAR VALUE ONE MILL ($0.001) PER SHARE
      FOR A
      TOTAL CAPITALIZATION OF ONE HUNDRED THOUSAND DOLLARS ($100,000).





All
      other
      provisions of the Articles of Incorporation remain unchanged.


3.
            The
                vote by which the stockholders holding shares in the corporation
                entitling
                them to exercise at least a majority of the voting power, or such
                greater
                proportion of the voting power as may be required in the case of
                a vote by
                classes or series, or as may be required by the provisions of the
                *
                articles of incorporation have voted in favor of the amendment is:
                UNANIMOUS.


4.
            Effective
                date of filing (optional):


5.
            Officer
                Signature (required): /s/ Ron
                Almadova


*If
      any
      proposed amendment would alter or change any preference or any relative or
      other
      right given to any class or series of outstanding share, then the amendment
      must
      be approved by the vote, in addition to the affirmative vote otherwise required,
      of the holders of shares representing a majority of the voting power of each
      class or series affected by the amendment regardless of limitations or
      restrictions on the voting power thereof.





IMPORTANT:
      Failure to include any of the above information and submit the proper fees
      may
      cause this filing to be rejected.





This
      form
      must be accompanied by appropriate fees. See attached fee schedule.


Nevada
      Secretary of State







THIS
      FORM
      IS TO ACCOMPANY RESTATED ARTICLES OF INCORPORATION


(PURSUANT
      TO NRS 78.403, 82.371, 86.221, 88.355 OR 88A.250)


(THIS
      FORM IS ALSO TO BE USED TO ACCOMPANY RESTATED ARTICLES FOR


LIMITED-LIABILITY
      LIMITED PARTNERSHIPS AND BUSINESS TRUSTS)








1.
      Name
      of Nevada entity as last recorded in this office:


NATURAL
      ALTERNATIVE PRODUCTS, INC., A NEVADA CORPORATION





2.
      The
      articles are being [ ] RESTATED OR [X] AMENDED AND RESTATED (check only one).
      Please entitle your attached articles “RESTATED” or “AMENDED AND RESTATED”,
      accordingly.





3.
      Indicate what changes have been made by checking the appropriate box.
      *





[
      ] No
      amendments; articles are restated only and are signed by an officer of the
      corporation who has been authorized to execute the certificate by resolution
      of
      the board of directors adopted on ________. The certificate correctly sets
      for
      the text of the articles or certificate as amended to the date of the
      certificate.





[
      ] The
      entity name has been amended.





[
      ] The
      resident agent has been changed. (Attach Certificate of Acceptance from new
      resident agent)





[
      ] The
      purpose of the entity has been amended.





[
      ] The
      authorized shares have been amended.





[
      ] The
      directors, managers or general partners have been amended.





[
      ] IRS
      tax language has been added.





[
      ]
      Articles have been added.





[
      ]
      Articles have been deleted.





[X]
      Other. The articles or certificate have been amended as follows: (provide
      article numbers, if available)


SEE
      ATTACHED CERTIFICATE OF AMENDMENT





*This
      form is to accompany Restated Articles which contain newly altered or amended
      articles. The Restated Articles must contain all of the requirements as set
      forth in the statutes for amending or altering the articles or
      certificates.





IMPORTANT:
      Failure to include any of the above information and submit the proper fees
      may
      cause this filing to be rejected.





This
      form
      must be accompanied by appropriate fees. See attached fee schedule.