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                                                         EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                            SIMPLE TECHNOLOGY, INC.,
                            A CALIFORNIA CORPORATION


         Manouch Moshayedi and Mark Moshayedi hereby certify that:

                  ONE: They are the duly acting Chief Executive Officer and
Secretary, respectively, of Simple Technology, Inc., a California corporation.

                  TWO: Article III of the Amended and Restated Articles of
Incorporation of this corporation (the "Articles") is hereby amended by adding
the following new Section after Section A:

                           "B. STOCK SPLIT. Immediately upon the filing (the
                  "Effective Time") of this Certificate of Amendment of Amended
                  and Restated Certificate of Incorporation with the Secretary
                  of State of the State of California, each share of Common
                  Stock of the corporation outstanding as of the Effective Time
                  shall be, without further action by the corporation or any of
                  the holders thereof, split up and converted into five and
                  seven hundredths (5.07) shares of Common Stock. Unless
                  otherwise requested by the holders thereof, the share
                  certificates representing the shares outstanding prior to the
                  filing of this Certificate of Amendment of Amended and
                  Restated Articles of Incorporation shall represent such number
                  of new shares as split and converted following the filing
                  hereof. Upon surrender by a holder of Common Stock of a
                  certificate or certificates for Common Stock, duly endorsed,
                  at the office of the corporation, the corporation shall, as
                  soon as practicable thereafter, issue and deliver at such
                  office to such holder of Common Stock, or to the nominee or
                  nominees of such holder, a certificate or certificates for the
                  number of new shares to which such holder shall be entitled as
                  aforesaid."

                  THREE: The foregoing amendment of the Articles of
Incorporation has been duly approved by the Board of Directors.

                  FOUR: The foregoing amendment of the Articles of Incorporation
has been duly approved by the required vote of the shareholders in accordance
with Section 903 of the Corporations Code. The Corporation has outstanding
6,035,706 shares of Common Stock. The number of shares voting in favor of the
foregoing amendment and restatement equaled or exceeded the vote required for
approval, such required vote being a majority of the outstanding shares of
Common Stock.



                            [SIGNATURE PAGE FOLLOWS]


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         The undersigned further declare under penalty of perjury under the laws
of the State of California that the matters set forth in this Certificate are
true and correct of our own knowledge.



DATED:  August 31, 2000                     /s/ MANOUCH MOSHAYEDI
                                            --------------------------------
                                            Manouch Moshayedi
                                            Chief Executive Officer



                                            /s/ MARK MOSHAYEDI
                                            --------------------------------
                                            Mark Moshayedi
                                            Secretary


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