Exihibit 3.3  CERTIFICATE TO SET
    FORTH DESIGNATIONS, VOTING POWERS,
    PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
    RIGHTS OF SERIES F CONVERTIBLE
    PREFERRED STOCK


It is hereby certified that:

I. The name of the corporation
  is Socket Communications, Inc. (the "Corporation"), a Delaware
  corporation.

II. The certificate of
  incorporation of the Corporation, as amended, authorizes the issuance of 3,000,000
  shares of Preferred Stock, $.001 par value per share, and expressly vests in
  the Board of Directors of the Corporation the authority provided therein to
  issue all of said shares in one or more Series and by resolution or resolutions
  to establish the designation and number and to fix the relative rights and preferences
  of each series to be issued.

III. The Board of Directors
  of the Corporation, pursuant to the authority expressly vested in it, has adopted
  the following resolution creating a class of Series F Preferred Stock:

RESOLVED, that a portion
  of the authorized shares of Preferred Stock of the Corporation shall be designated
  as a separate series possessing the rights and preferences set forth below:

1. Designation: Number
  of Shares. The designation of said series of Preferred Stock shall be Series
  F Convertible Preferred Stock (the "Series F Preferred Stock").
  The number of shares of Series F Preferred Stock shall be 276,269. Each share
  of Series F Preferred Stock shall have a par value of $.001 per share. The "Issuance
  Price" of each share of the Series F Preferred Stock shall be the aggregate
  cash purchase price at which such share, along with an accompanying warrant,
  initially to purchase three shares of Common Stock, was first issued and sold
  by the Corporation. The "Original Issue Date" shall mean the
  date on which shares of Series F Preferred Stock are last issued and sold by
  the Corporation.

2.Ranking. The
  Series F Preferred Stock shall rank (i) prior to the Corporation's common stock,
  par value $.001 per share ("Common Stock"); (ii) prior to the
  Corporation's Series E 12% Convertible Preferred Stock, par value $.001 per
  share ("Series E Preferred Stock"); (iii) prior to any class
  or series of capital stock of the Corporation hereafter created; (iv) on a parity
  with any class or series of capital stock of the Corporation hereafter created
  specifically ranking, by its terms, on parity with the Series F Preferred Stock
  ("Pari Passu Securities"); and (v) junior to any class or series
  of capital stock of the Corporation hereafter created specifically ranking,
  by its terms, senior to the Series F Preferred Stock ("Senior Securities"),
  in each case as to payment of dividends, distribution of assets upon liquidation,
  dissolution or winding up of the Corporation, whether voluntary or involuntary.

3. Dividends.

(a) Each holder of outstanding
  shares of Series F Preferred Stock (each, a "Holder," and collectively,
  the "Holders") shall be entitled to receive preferential dividends
  in cash out of any funds of the Corporation legally available at the time for
  declaration of dividends before any dividend or other distribution will be paid
  or declared and set apart for payment on any shares of any Common Stock or other
  class or series of junior stock presently authorized or to be authorized (including
  for such purpose, the Common Stock and the Series E Preferred Stock (hereinafter
  collectively referred to as the "Junior Stock")) at the rate of 8%
  simple interest per annum on the Issuance Price per share of Series F Preferred
  Stock then held by such holder payable quarterly commencing June 30, 2003 and
  on the last business day of each consecutive calendar quarter thereafter; provided,
  however, that dividend payments may, in the sole discretion of the Corporation,
  be made in fully paid and non-assessable registered shares of the Corporation's
  Common Stock at a price valued at the lesser of (i) the average of the closing
  bid price of the Common Stock over the five trading days immediately prior to
  each dividend payment date or (ii) the closing bid price the trading day immediately
  prior to each dividend payment date.

(b) The dividends on the
  Series F Preferred Stock at the rate provided above shall be cumulative so that,
  if at any time full cumulative dividends on all shares of the Series F Preferred
  Stock then outstanding shall not have been paid or declared and set apart for
  payment, or if the full dividend on all such outstanding Series F Preferred
  Stock for the then current dividend period shall not have been paid or declared
  and set apart for payment, the amount of the deficiency shall be paid or declared
  and set apart for payment (but without interest thereon) before any sum shall
  be set apart for or applied by the Corporation or a subsidiary of the Corporation
  to the purchase, redemption or other acquisition of the Series F Preferred Stock
  or Pari Passu Securities and before any dividend or other distribution shall
  be paid or declared and set apart for payment on any Junior Stock and before
  any sum shall be set aside for or applied to the purchase, redemption or other
  acquisition of Junior Stock.

(c) Dividends on all shares
  of the Series F Preferred Stock shall begin to accrue and be cumulative from
  and after the date of issuance thereof. A dividend period shall be deemed to
  commence on the day following a quarterly dividend payment date herein specified
  and to end on the next succeeding quarterly dividend payment date herein specified.

4. Liquidation Rights.

(a) Upon the dissolution,
  liquidation or winding-up of the Corporation, whether voluntary or involuntary,
  the Holders shall be entitled to receive before any payment or distribution
  shall be made on the Junior Stock, out of the assets of the Corporation available
  for distribution to stockholders, the Issuance Price per share of Series F Preferred
  Stock then outstanding and all accrued and unpaid dividends to and including
  the date of payment thereof. Upon the payment in full of all amounts due to
  Holders of the Series F Preferred Stock and any other series of Preferred Stock,
  all remaining assets of the Corporation legally available for distribution shall
  be paid to the holders of the Common Stock, Series F Preferred Stock and any
  other series of Preferred Stock entitled thereto (the "Participating
  Preferred Stock"), such distribution to be effected ratably among all
  such holders based on the number of shares of Common Stock that would be held
  if the Participating Preferred Stock were converted into shares of Common Stock.
  If the assets of the Corporation available for distribution to the Holders shall
  be insufficient to permit payment in full of the amounts payable as aforesaid
  to the Holders upon such liquidation, dissolution or winding-up, whether voluntary
  or involuntary, then all such assets of the Corporation shall be distributed
  ratably among the Holders.

(b) Neither the purchase
  nor the redemption by the Corporation of shares of any class of stock nor the
  merger or consolidation of the Corporation with or into any other corporation
  or corporations nor the sale or transfer by the Corporation of all or any part
  of its assets shall be deemed to be a liquidation, dissolution or winding-up
  of the Corporation for the purposes of this paragraph 4, except that, in the
  event of a sale of all or substantially all of the assets of the Corporation
  or a merger or consolidation of the Corporation which, as a result of such transaction,
  the holders of Common Stock immediately prior to such transaction would hold
  less than 50% of the voting securities of the surviving entity immediately following
  such transaction, the documents effecting such transaction shall provide that
  the Holders shall receive, prior to and in preference to the distribution of
  any cash or securities to the Junior Stock, the Issuance Price per share of
  Series F Preferred Stock then outstanding and all accrued and unpaid dividends
  to and including the date of closing of such transaction. If the aggregate value
  of the cash or securities received in such transaction permits the payment in
  full of all such amounts due to the Holders and any other series of Preferred
  Stock, and such payments are made, then, immediately following such payments,
  all outstanding shares of Series F Preferred Stock shall automatically convert
  into shares of Common Stock in accordance with paragraph 5(b)(i) and all remaining
  cash and securities shall be distributed ratably to the holders of the Common
  Stock, Series F Preferred Stock and any other series of Preferred Stock entitled
  thereto. If the aggregate value of the cash or securities received in such transaction
  available for distribution shall be insufficient to permit the payment in full
  of the amounts payable to the Holders, then the documents effecting such transaction
  shall provide that all cash or securities shall be distributed ratably among
  the Holders. The amount deemed available for distribution to the Holders in
  connection with such transaction shall be aggregate cash plus the aggregate
  value of any other property, rights and/or securities which shall be available
  for distribution to the stockholders of the Corporation by the acquiring person,
  firm or other entity. The value of such property, rights or other securities
  shall be determined in good faith by the Board of Directors of the Corporation.
  This provision can be waived by the approval of a majority of the Holders.

5. Conversion into Common
  Stock. Shares of Series F Preferred Stock shall have the following conversion
  rights and obligations:

(a) Subject to the further
  provisions of this paragraph 5, each Holder shall have the right at any time
  commencing after the issuance of the Series F Preferred Stock to such Holder
  to convert any or all of such shares into fully paid and non-assessable shares
  of Common Stock of the Corporation pursuant to the calculation provided in paragraph
  5(c) below. All issued or accrued but unpaid dividends may be converted at the
  election of the Holder simultaneously with the conversion of the Series F Preferred
  Stock being converted.

(b) All shares of Series
  F Preferred Stock outstanding shall automatically convert into shares of Common
  Stock as provided in paragraph 5(c) upon the earliest of

(i) subject to the provisions
  of paragraph 4(b), immediately preceding a sale of all or substantially all
  of the assets of the Corporation or a merger or consolidation of the Corporation
  if as a result of such transaction the holders of Common Stock immediately prior
  to such transaction would hold less than 50% of the voting securities of the
  surviving entity immediately following such merger or consolidation, or

(ii) the third anniversary
  of the Original Issue Date (the "Mandatory Conversion Date"),
  or

(iii) upon written notice
  by the Corporation if, following the second anniversary of the Original Issue
  Date, the closing sale price of the Corporation's Common Stock as quoted on
  the Nasdaq Stock Market, (or such other exchange or electronic trading system
  on which the Common Stock is quoted in the future) is $5.00 per share or greater
  for twenty (20) consecutive trading days.

(c) The number of shares
  of Common Stock issuable upon conversion of each share of Series F Preferred
  Stock shall equal (i) the sum of (A) the Issuance Price of such share and (B)
  at the Holder's election, accrued and unpaid dividends on such share, divided
  by (ii) a conversion price (the "Conversion Price"), which shall initially
  be equal to 10% of the Issuance Price, and shall be subject to adjustment pursuant
  to paragraph 5(e) below.

(d) The holder of any certificate
  for shares of Series F Preferred Stock desiring to convert any of such shares
  may give notice of its decision to convert the shares into Common Stock by delivering,
  along with the certificate(s) representing the shares of Series F Preferred
  Stock to be converted, an executed and completed notice of conversion ("Notice
  of Conversion") to the Corporation. Each date on which a Notice of Conversion
  is delivered or telecopied to the Corporation or the Corporation's transfer
  agent in accordance with the provisions hereof shall be deemed a "Conversion
  Date." A form of Notice of Conversion that may be employed by a Holder
  is annexed hereto as Exhibit A. The Corporation will cause the transfer agent
  to transmit the certificates representing the shares of the Corporation's Common
  Stock issuable upon conversion of the Series F Preferred Stock (and a certificate
  representing the balance of the Series F Preferred Stock not so converted, if
  requested by the Holder) to the Holder by (i) to the extent permitted by the
  transfer agent for the Common Stock, crediting the account of the Holder's prime
  broker with the Depository Trust Corporation ("DTC") through its Deposit
  Withdrawal Agent Commission ("DWAC") system, or (ii) otherwise, by
  delivery to the Holder of a stock certificate representing such shares of Common
  Stock, within three (3) business days after receipt by the Corporation of the
  Notice of Conversion and the certificate(s) representing the shares of Series
  F Preferred Stock to be converted (the "Delivery Date"). The Corporation
  shall deliver to the Holder simultaneously with the aforedescribed Common Stock,
  at the election of the Holder, additional Common Stock representing the conversion,
  at the Conversion Price, of dividends accrued on the Series F Preferred Stock
  being converted.In the case of the
  exercise of the conversion rights set forth in paragraph 5(a), the conversion
  privilege shall be deemed to have been exercised and the shares of Common Stock
  issuable upon such conversion shall be deemed to have been issued upon the date
  of receipt by the Corporation of the Notice of Conversion. The person or entity
  entitled to receive Common Stock issuable upon such conversion shall, on the
  date such conversion privilege is deemed to have been exercised and thereafter,
  be treated for all purposes as the record holder of such Common Stock and shall
  on the same date cease to be treated for any purpose as the record holder of
  such shares of Series F Preferred Stock so converted.

Upon the conversion of
  any shares of Series F Preferred Stock, no adjustment or payment shall be made
  with respect to such converted shares on account of any dividend on the Common
  Stock, except that the holder of such converted shares shall be entitled to
  be paid any dividends declared on shares of Common Stock after conversion thereof.

The Corporation shall not
  be required, in connection with any conversion of Series F Preferred Stock to
  issue a fraction of a share of its Common Stock and shall instead deliver a
  stock certificate representing the next whole number of shares.

(e) The Conversion Price
  determined pursuant to 5(c) shall be subject to adjustment from time to time
  as follows:

In case the Corporation
  shall at any time (A) declare any dividend or distribution on its Common Stock,
  (B) split or subdivide the outstanding Common Stock, (C) combine the outstanding
  Common Stock into a smaller number of shares, or (D) issue by reclassification
  of its Common Stock any shares or other securities of the Corporation, then
  in each such event the Conversion Price shall be adjusted proportionately so
  that the Holders shall be entitled to receive the kind and number of shares
  or other securities of the Corporation which such holders would have owned or
  have been entitled to receive after the happening of any of the events described
  above had such shares of Series F Preferred Stock been converted immediately
  prior to the happening of such event (or any record date with respect thereto).
  Such adjustment shall be made whenever any of the events listed above shall
  occur. An adjustment made to the Conversion Price pursuant to this paragraph
  5(e) shall become effective immediately after the effective date of the event.

(f)      (i)
  In case of any merger of the Corporation with or into any other corporation
  (other than a merger in which the Corporation is the surviving or continuing
  corporation and which does not result in any reclassification, conversion, or
  change of the outstanding shares of Common Stock), then, unless the right to
  convert shares of Series F Preferred Stock shall have terminated, as part of
  such merger lawful provision shall be made so that the Holders shall thereafter
  have the right to convert each share of Series F Preferred Stock into the kind
  and amount of shares of stock and/or other securities or property receivable
  upon such merger by a holder of the number of shares of Common Stock into which
  such shares of Series F Preferred Stock would have been convertible by the holder
  immediately prior to such consolidation or merger. Such provision shall also
  provide for adjustments which shall be as nearly equivalent as may be practicable
  to the adjustments provided for in paragraph (e) of this paragraph 5. The foregoing
  provisions of this paragraph 5(f) shall similarly apply to successive mergers.

(ii) In case of any sale
  or conveyance to another person or entity of the property of the Corporation
  as an entirety, or substantially as an entirety, in connection with which shares
  or other securities or cash or other property shall be issuable, distributable,
  payable, or deliverable for outstanding shares of Common Stock, then, unless
  the right to convert such shares shall have terminated, lawful provision shall
  be made so that the Holders shall thereafter have the right to convert each
  share of the Series F Preferred Stock into the kind and amount of shares of
  stock or other securities or property that shall be issuable, distributable,
  payable, or deliverable upon such sale or conveyance with respect to each share
  of Common Stock immediately prior to such conveyance.

(g) Whenever the number of shares to be issued upon conversion of the Series
  F Preferred Stock is required to be adjusted as provided in this paragraph 5,
  the Corporation shall forthwith compute the adjusted number of shares to be
  so issued and prepare a certificate setting forth such adjusted conversion amount
  and the facts upon which such adjustment is based, and such certificate shall
  forthwith be filed with the transfer agent for the Series F Preferred Stock
  and the Common Stock; and the Corporation shall mail to each holder of record
  of Series F Preferred Stock notice of such adjusted conversion amount.

(h) In case at any time
  the Corporation shall propose:

> (i) to pay a dividend
>     or other distribution, or offer any right to subscribe for or purchase any
>     evidences of its indebtedness, any shares of stock of any class or any other
>     securities or property, or to receive any other right; or
>   (ii) any capital reorganization
>     (provided that such reorganization requires the approval of the stockholders
>     of the Corporation), any reclassification or recapitalization of the capital
>     stock of the Corporation or any consolidation or merger of the Corporation
>     with another company, or any sale, transfer or other disposition of all or
>     substantially all the property, assets or business of the Corporation; or,
>     (iii) the voluntary or involuntary dissolution, liquidation or winding-up
>     of the Corporation;

then, and in any one or
  more of said cases, the Corporation shall cause at least twenty (20) days prior
  notice of the date on which (A) the books of the Corporation shall close or
  a record be taken for such stock dividend, distribution, or subscription rights,
  or (B) such capital reorganization, reclassification, merger, dissolution, liquidation
  or winding-up shall take place, as the case may be, to be mailed to the transfer
  agent for the Series F Preferred Stock and to the holders of record of the Series
  F Preferred Stock.

(i) So long as any shares
  of Series F Preferred Stock shall remain outstanding and the holders thereof
  shall have the right to convert the same in accordance with provisions of this
  paragraph 5, the Corporation shall at all times reserve from the authorized
  and unissued shares of its Common Stock a sufficient number of shares to provide
  for such conversion.

(j) The Corporation shall
  pay the amount of any and all issue taxes (but not income taxes) which may be
  imposed in respect of any issue or delivery of stock upon the conversion of
  any shares of Series F Preferred Stock, but all transfer taxes and income taxes
  that may be payable in respect of any change of ownership of Series F Preferred
  Stock or any rights represented thereby or of stock receivable upon conversion
  thereof shall be paid by the person or persons surrendering such stock for conversion.

6. Voting Rights.
  Except as otherwise required by law, the Holders shall be entitled to notice
  of any stockholders' meeting in accordance with the Bylaws of the Corporation,
  and to vote together as a single class with the holders of the Common Stock,
  (except that the Holders shall be entitled to vote separately on (i) any alteration
  of the rights of the Series F Preferred Stock; (ii) any change in the authorized
  numbers of shares of the Series F Preferred Stock; (iii) the redemption or repurchase
  of shares of Series F Preferred Stock; or (iv) with respect to those matters
  required by law to be submitted to a separate class or series vote), upon the
  election of directors and upon any other matter submitted to shareholders for
  a vote. Each share of Series F Preferred Stock issued and outstanding shall
  have the number of votes equal to the number of shares of Common Stock into
  which it is convertible, as adjusted from time to time under paragraph 5(e)
  hereof. Fractional votes shall not be permitted and any fractional voting rights
  resulting from the above formula (after aggregating all shares into which shares
  of Series F Preferred Stock held by each Holder could be converted) shall be
  rounded up to the next higher whole number.

7.Status of Converted
  Stock. In case any shares of Series F Preferred Stock shall be converted,
  redeemed or reacquired by the Corporation, such shares shall resume the status
  of authorized but unissued shares of Preferred Stock and shall no longer be
  designated as Series F Preferred Stock. 
  In witness whereof, Socket Communications, Inc. has caused this Certificate
  to be executed by David W. Dunlap, its Vice President of Finance and Administration
  and Chief Financial Officer, this 21st day of March 2003.

|    | SOCKET
      COMMUNICATIONS, INC.                                                                        
|--- | ---------------------------------------------------------------------------------------------------------
|    |                                                                                                          
|By: | /s/
      David W. Dunlap                                                                                
|    | David
      W. Dunlap
      Vice President, Finance and Administration 
      and Chief Financial Officer



---



EXHIBIT
  A

NOTICE
  OF CONVERSION

(To Be Executed By the
  Registered Holder in Order to Convert the Series F Convertible Preferred Stock
  of Socket Communications, Inc.)

The undersigned hereby
  irrevocably elects to convert ______________ shares of Series F Convertible
  Preferred Stock and $_____________ of the dividend due, into shares of Common
  Stock of Socket Communications, Inc. (the "Corporation") according
  to the conditions hereof, as of the date written below.

Date of Conversion: __________________________________________________________________________

Applicable Conversion Price
  Per Share: ___________________________________________________________





Number of Common Shares
  Issuable Upon This Conversion: ____________________________________________





Signature: __________________________________________________________________________________

Print Name: ________________________________________________________________________________

Address: ___________________________________________________________________________________



Deliveries Pursuant to
  this Notice of Conversion Should Be Made to:

__________________________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________