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                                                                    Exhibit 3.3

                            CERTIFICATE OF AMENDMENT
                                       TO
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                             CORRPRO COMPANIES, INC.

         The undersigned, being the Secretary of Corrpro Companies, Inc., an
Ohio corporation (the "Company"), hereby certifies that at a meeting of the
Board of Directors called and held on the 23rd day of July, 1997, the following
resolution was adopted pursuant to Section 1701.70(B)(1) of the Ohio General
Corporation Law:

         RESOLVED FURTHER, that pursuant to the authority vested in the Board of
         Directors in accordance with the provisions of the Ohio General
         Corporation Law, as amended, and by Article FOURTH of the Company's
         Amended and Restated Articles of Incorporation (the "Amended Articles
         of Incorporation"), such Article FOURTH is amended to add a new
         paragraph (c) providing for a series of Serial Preferred Shares,
         without par value, of the Company, and that the designation and the
         authorized number of shares of, and the relative rights, preferences,
         and limitations of, such series shall be as set forth on ANNEX A
         hereto.

         EXECUTED this ___ day of  _______, 1997.




                                       -----------------------------------------
                                       Secretary



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                                                                         ANNEX A
                                                                         -------



(c)      Series A Junior Participating Preferred Shares:

         (1) DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Shares" (the "Series A
Preferred Shares") and the number of shares constituting the Series A Preferred
Shares shall be 500,000.

         (2) DIVIDENDS AND DISTRIBUTIONS.

                  (i) Subject to the rights of the holders of any shares of any
         class of preferred shares ranking prior and superior to the Series A
         Preferred Shares with respect to dividends, the holders of Series A
         Preferred Shares, in preference to the holders of Common Shares,
         without par value (the "Common Shares"), of the Corporation, and of any
         other junior stock, shall be entitled to receive, when, as and if
         declared by the Board of Directors out of funds legally available for
         that purpose, quarterly dividends payable in cash on the first day of
         March, June, September and December in each year (each such date being
         referred to herein as a "Quarterly Dividend Payment Date"), commencing
         on the first Quarterly Dividend Payment Date after the first issuance
         of a share or fraction of a Series A Preferred Share, in an amount per
         share (rounded to the nearest cent) equal to the greater of (a) $1 or
         (b) subject to the provision for adjustment hereinafter set forth, 100
         times the aggregate per share amount of all cash dividends, and 100
         times the aggregate per share amount (payable in kind) of all non-cash
         dividends or other distributions, other than a dividend payable in
         Common Shares or a subdivision of the outstanding shares of Common
         Shares (by reclassification or otherwise), declared on the Common
         Shares since the immediately preceding Quarterly Dividend Payment Date
         or, with respect to the first Quarterly Dividend Payment Date, since
         the first issuance of any share or fraction of Series A Preferred
         Shares. In the event that the Corporation shall at any time declare or
         pay any dividend on the Common Shares payable in Common Shares, or
         effect a subdivision or combination or consolidation of the outstanding
         shares of Common Shares (by reclassification or otherwise than by
         payment of a dividend in Common Shares) into a greater or lesser number
         of Common Shares, then in each such case the amount to which holders of
         Series A Preferred Shares were entitled immediately prior to such event
         under clause (b) of the preceding sentence shall be adjusted by
         multiplying such amount by a fraction, the numerator of which is the
         number of Common Shares outstanding immediately after such event and
         the denominator of which is the number of Common Shares that were
         outstanding immediately prior to such event.

                  (ii) The Corporation shall declare a dividend or distribution
         on the Series A Preferred Shares as provided in paragraph (i) of this
         Section immediately after it declares a dividend or distribution on the
         Common Shares (other than a dividend payable in Common Shares);
         provided that, in the event that no dividend or distribution shall have
         been declared on the Common Shares during the period between any
         Quarterly Dividend Payment Date and the next subsequent Quarterly
         Dividend Payment Date, a dividend of 

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         $1 per share on the Series A Preferred Shares shall nevertheless be
         payable on such subsequent Quarterly Dividend Payment Date.

                  (iii) Dividends shall begin to accrue and be cumulative on
         outstanding Series A Preferred Shares from the Quarterly Dividend
         Payment Date next preceding the date of issue of such shares, unless
         the date of issue of such shares is prior to the record date for the
         first Quarterly Dividend Payment Date, in which case dividends on such
         shares shall begin to accrue from the date of issue of such shares, or
         unless the date of issue is a Quarterly Dividend Payment Date or is a
         date after the record date for the determination of holders of Series A
         Preferred Shares entitled to receive a quarterly dividend and before
         such Quarterly Dividend Payment Date, in either of which events such
         dividends shall begin to accrue and be cumulative from such Quarterly
         Dividend Payment Date. Accrued but unpaid dividends shall not bear
         interest. Dividends paid on the Series A Preferred Shares in an amount
         less than the total amount of such dividends at the time accrued and
         payable on such shares shall be allocated pro rata on a share-by-share
         basis among all such shares at the time outstanding. The Board of
         Directors may fix a record date for the determination of holders of
         Series A Preferred Shares entitled to receive payment of a dividend or
         distribution declared thereon, which record date shall be not more than
         60 days prior to the date fixed for the payment thereof.

         (3) VOTING RIGHTS.  The holders of Series A Preferred Shares shall have
the following voting rights:

                  (i) Each Series A Preferred Share shall entitle the holder
         thereof to one vote on all matters submitted to a vote of the
         shareholders of the Corporation. The holders of fractional Series A
         Preferred Shares shall not be entitled to any vote on any matter
         submitted to a vote of the shareholders of the Corporation.

                  (ii) Except as otherwise provided herein, in the Amended
         Articles of Incorporation of the Corporation, in any other Certificate
         of Amendment creating a series of Serial Preferred Shares or any
         similar stock, or by law, the holders of Series A Preferred Shares and
         the holders of Common Shares and any other capital stock of the
         Corporation having general voting rights shall vote together as one
         class on all matters submitted to a vote of shareholders of the
         Corporation.

                  (iii) Except as set forth herein, in the Amended Articles of
         Incorporation of the Corporation, or as otherwise provided by law,
         holders of Series A Preferred Shares shall have no special voting
         rights and their consent shall not be required (except to the extent
         they are entitled to vote with holders of Common Shares as set forth
         herein) for taking any corporate action.

         (4) CERTAIN RESTRICTIONS.

                  (i) Whenever quarterly dividends or other dividends or
         distributions payable on the Series A Preferred Shares as provided in
         Section 2 are in arrears, thereafter and until all accrued and unpaid
         dividends and distributions, whether or not declared, on 



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         Series A Preferred Shares outstanding shall have been paid in full, the
         Corporation shall not:

                           (a) declare or pay dividends, or make any other
                  distributions, on any shares of any class ranking junior
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) to the Series A Preferred Shares;

                           (b) declare or pay dividends, or make any other
                  distributions, on any shares of any class ranking on a parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Series A Preferred Shares, except
                  dividends paid ratably on the Series A Preferred Shares and
                  all such shares ranking on a parity with the Series A
                  Preferred Shares on which dividends are payable or in arrears
                  in proportion to the total amounts to which the holders of all
                  such shares are then entitled;

                           (c) redeem or purchase or otherwise acquire for
                  consideration shares of any class ranking junior (either as to
                  dividends or upon liquidation, dissolution or winding up) to
                  the Series A Preferred Shares, provided that the Corporation
                  may at any time redeem, purchase or otherwise acquire shares
                  of any such junior stock in exchange for shares of any stock
                  of the Corporation ranking junior (either as to dividends or
                  upon dissolution, liquidation or winding up) to the Series A
                  Preferred Shares; or

                           (d) redeem or purchase or otherwise acquire for
                  consideration any Series A Preferred Shares, or any shares of
                  any class ranking on a parity with the Series A Preferred
                  Shares, except in accordance with a purchase offer made in
                  writing or by publication (as determined by the Board of
                  Directors) to all holders of such shares upon such terms as
                  the Board of Directors, after consideration of the respective
                  annual dividend rates and other relative rights and
                  preferences of the respective series and classes, shall
                  determine in good faith will result in fair and equitable
                  treatment among the respective series or classes.

                  (ii) The Corporation shall not permit any subsidiary of the
         Corporation to purchase or otherwise acquire for consideration any
         shares of the Corporation unless the Corporation could, under paragraph
         (i) of this Section 4, purchase or otherwise acquire such shares at
         such time and in such manner.

         (5) REACQUIRED SHARES. Any Series A Preferred Shares purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued Serial Preferred Shares and
may be reissued as part of a new series of Serial Preferred Shares subject to
the conditions and restrictions on issuance set forth herein, in the Amended
Articles of Incorporation, or in any other Certificate of Amendment creating a
series of Serial Preferred Shares or any similar class of shares or as otherwise
required by law.


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         (6) LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares of any class ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Shares,
including the Common Shares, unless, prior thereto, the holders of Series A
Preferred Shares shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of Series A Preferred
Shares shall be entitled to receive an aggregate amount per share, subject to
the provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of Common Shares, or (2)
to the holders of shares of any class ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Shares, except distributions made ratably on the Series A Preferred
Shares and all such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up. In the event that the Corporation shall at any time declare or pay
any dividend on the Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise than by payment of a dividend in Common Shares)
into a greater or lesser number of Common Shares, then in each such case the
aggregate amount to which holders of Series A Preferred Shares were entitled
immediately prior to such event under the proviso in clause (1) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of Common Shares outstanding immediately after
such event and the denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.

         (7) CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the Common Shares are exchanged for or changed into other shares or securities,
cash and/or any other property, then in any such case each Series A Preferred
Share shall at the same time be similarly exchanged or changed into an amount
per share, subject to the provision for adjustment hereinafter set forth, equal
to 100 times the aggregate amount of shares, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
Common Share is changed or exchanged. In the event that the Corporation shall at
any time declare or pay any dividend on the Common Shares payable in Common
Shares, or effect a subdivision or combination or consolidation of the
outstanding Common Shares (by reclassification or otherwise than by payment of a
dividend in Common Shares) into a greater or lesser number of Common Shares,
then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of Series A Preferred Shares shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of Common Shares outstanding immediately after such event and the denominator of
which is the number of Common Shares that were outstanding immediately prior to
such event.

         (8) NO REDEMPTION. The Series A Preferred Shares shall not be
redeemable.

         (9) RANK. The Series A Preferred Shares shall rank, with respect
to the payment of dividends and the distribution of assets, on a parity with any
other series of Serial Preferred 


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Shares and shall rank junior to any series of any other class of preferred
shares of the Corporation which by its terms is senior to the Serial Preferred
Shares.

         (10) AMENDMENT. Subject to the provisions of Article FOURTH of the
Amended Articles of Incorporation, the Amended Articles of Incorporation and the
Code of Regulations of the Corporation shall not be amended, altered or repealed
in any manner which would affect adversely the voting powers or any other rights
or preferences of the holders of the Series A Preferred Shares so as to affect
them adversely without the affirmative vote of the holders of at least a
majority of the outstanding Series A Preferred Shares, voting together as a
single class.



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