EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                               ESSEX BANCORP, INC.


         Pursuant  to Section 242 of the General  Corporation  Law of  Delaware,
Essex Bancorp,  Inc. (the "Corporation"),  a corporation  organized and existing
under the  provisions of the General  Corporation  Law of the State of Delaware,
certifies as follows:

         1. The Corporation's  Certificate of Incorporation (the "Certificate of
Incorporation")  was initially  filed in the Office of the Secretary of State of
Delaware on June 21, 1994.

         2. The following  amendments to the Certificate of  Incorporation  were
duly adopted in accordance  with Section 242 of the General  Corporation  Law of
Delaware:

         Article IV of the Certificate of Incorporation  of Essex Bancorp,  Inc.
is hereby amended and restated in its entirety as follows:

                                   ARTICLE IV

         A.  The  Corporation  shall  have  authority  to issue  thirty  million
(30,000,000) shares of all classes of stock, consisting of:

                  1. Ten million  (10,000,000)  shares of preferred  stock,  par
         value one cent ($.01) per share (the "Preferred Stock"); and

                  2. Twenty  million  (20,000,000)  shares of common stock,  par
         value one cent ($.01) per share (the "Common Stock").

         B. The Board of Directors of the Corporation is authorized,  subject to
any limitations  prescribed by law, to provide for the issuance of the shares of
Preferred  Stock  in  series,  and  by  filing  a  certificate  pursuant  to the
applicable law of the State of Delaware (each such certificate being hereinafter
referred to as a "Preferred Stock Designation"),  to establish from time to time
the  number  of  shares  to be  included  in each  such  series,  and to fix the
designation,  powers, preferences,  and rights of the shares of each such series
and any  qualifications,  limitations  or  restrictions  thereof.  The number of
authorized  shares of Preferred  Stock may be  increased  or decreased  (but not
below the number of shares thereof then  outstanding) by the affirmative vote of
the holders of a majority of the Common Stock,  without a vote of the holders of
the Preferred Stock, or of any series thereof, unless a vote of any such holders
is required pursuant to the terms of any Preferred Stock Designation.

         C 1. (a) Except as  otherwise  provided in Article  IV(C)(1)(b),  for a
period of three (3) years from the effective  date of the  Corporation's  merger
with Essex Financial  Partners,  L.P., no record owner of any outstanding Common
Stock which is beneficially owned, directly or indirectly, as of any record date
for the  determination  of  stockholders  entitled to vote on any  matter,  by a
person  who   beneficially   owns  in  excess  of  ten  percent   (10%)  of  the
then-outstanding  shares of Common  Stock (the  "Limit"),  shall be  entitled or
permitted  to any vote in  respect of any  shares of Common  Stock  beneficially
owned in  excess of the  Limit.  The  number  of votes  which may be cast by any
record  owner by virtue of the  provisions  hereof in  respect  of Common  Stock
beneficially  owned by such  person  owning in  excess  of the Limit  shall be a
number  equal to the total  number of shares of Common  Stock  constituting  the
Limit  multiplied by a fraction,  the numerator of which is the number of shares
of  Common  Stock  which  are both  owned of  record  by such  record  owner and
beneficially  owned by such person  owning shares in excess of the Limit and the
denominator of which is the total number of shares of Common Stock  beneficially
owned by the person owning shares in excess of the Limit.

                  (b) A majority of the Whole  Board,  as that term is described
in Article V(D), may approve a transaction  that results in a person  becoming a
beneficial  owner of shares of Common  Stock in excess of the Limit prior to the
consummation  of such  transaction,  and in such  event,  the voting  limitation
provisions of Article IV(C)(1)(a) shall be inapplicable to such a person.

                  2. The  following  definitions  shall  apply  to this  Article
IV(C):

                           (a)  "Affiliate"  shall have the meaning  ascribed to
                  that term in Rule 12b-2 of the General  Rules and  Regulations
                  under the  Securities Act of 1934, as in effect on the date of
                  filing this Certificate of Incorporation.

                           (b)  "Beneficial   ownership:   shall  be  determined
                  pursuant to Rule 13d- 3 of the General  Rules and  Regulations
                  under the  Securities  Exchange Act of 1934 (or any  successor
                  rule or statutory  provision),  or, if Rule 13d-3 is rescinded
                  and there is no successor rule or statutory provision thereto,
                  "beneficial  ownership"  shall be determined  pursuant to Rule
                  13d-3 as in effect on the date of filing this  Certificate  of
                  Incorporation;  except that a person shall, in any event, also
                  be deemed the "beneficial owner" of any Common Stock:

                                    (i) that  such  person  or any of his or its
                           Affiliates beneficially owns, directly or indirectly;
                           or

                                    (ii) that  such  person or any of his or its
                           Affiliates has (i) the right to acquire (whether such
                           right is  exercisable  immediately  or only after the
                           passage  of  time),   pursuant   to  any   agreement,
                           arrangement or understanding (but such a person shall
                           not be  deemed  to be  the  beneficial  owner  of any
                           voting  shares  solely  by  reason  of an  agreement,
                           contract,  or other arrangement with this Corporation
                           to effect any  transaction  which is described in any
                           clause or  clauses of  Article  VIII(A))  or upon the
                           exercise  of  conversion  rights,   exchange  rights,
                           warrants,  or options or  otherwise,  or (ii) sole or
                           shared  voting  or  investment   power  with  respect
                           thereto  pursuant  to  any  agreement,   arrangement,
                           understanding,  relationship or otherwise (but such a
                           person shall not be deemed to be the beneficial owner
                           of any shares of Common  Stock  solely by reason of a
                           revocable  proxy granted for a particular  meeting of
                           stockholders,  pursuant to a public  solicitation  of
                           proxies for such  meeting,  with respect to shares of
                           Common  Stock of which  neither  such  person nor any
                           such  Affiliate  is otherwise  deemed the  beneficial
                           owner); or

                                    (iii) that are beneficially owned,  directly
                           or  indirectly,  by any other  person with which such
                           first   mentioned   person  or  any  of  his  or  its
                           Affiliates    acts   as   a   partnership,    limited
                           partnership, syndicate or other group pursuant to any
                           agreement,   arrangement  or  understanding  for  the
                           purpose of acquiring, holding, voting or disposing of
                           any shares of capital stock of this Corporation;

and  provided  further,  however,  that  (x) no  director  or  officer  of  this
Corporation (or any Affiliate of any such director or officer), solely by reason
of any or all of such directors or officers acting in their  capacities as such,
shall be deemed,  for any purposes  hereof,  to  beneficially  own any shares of
Common Stock  beneficially  owned by any other such  director or officer (or any
Affiliate  thereof) and (y) neither any employee stock ownership or similar plan
of this Corporation or any subsidiary of this  Corporation,  not any trustee (or
Affiliate  thereof) with respect to such plan,  solely by reason of the capacity
of such trustee,  shall be deemed,  for any purposes hereof, to beneficially own
any Common  Stock  held  under any such plan.  For  purposes  of  computing  the
percentage  beneficial  ownership of Common Stock of a person,  the  outstanding
Common  Stock  shall  include   shares  deemed  owned  by  such  person  through
application  of this  subsection  but shall not include any other  Common  Stock
which may be issuable by this  Corporation  pursuant to any  agreement,  or upon
exercise of conversion rights, warrants or options, or otherwise.  For all other
purposes,  the  outstanding  Common  Stock shall  include only Common Stock then
outstanding and shall not include any Common Stock which may be issuable by this
Corporation  pursuant  to any  agreement,  or upon the  exercise  of  conversion
rights, warrants or options, or otherwise.

                           (c) A  "person"  shall  mean  any  individual,  firm,
                  corporation, or other entity.

                           (d) The Board of  Directors  shall  have the power to
                  construe and apply the  provisions of this section and to make
                  all  determinations  necessary or desirable to implement  such
                  provisions,  including,  but  not  limited  to,  matters  with
                  respect  to  (1)  the   number  of  shares  of  Common   Stock
                  beneficially  owned by any person,  (2) whether a person is an
                  Affiliate of another,  (3) whether a person has an  agreement,
                  arrangement  or  understanding  with another as to the matters
                  referred to in the definition of beneficial ownership, (4) the
                  application of any other definition or operative  provision of
                  the  section  to the  given  facts,  or (5) any  other  matter
                  relating to the applicability or effect of this section.

                  3. The Board of Directors  shall have the right to demand that
any person who is reasonably believed to beneficially own shares of Common Stock
in excess of the Limit (or holds of record  Common Stock  beneficially  owned by
any other person and such other person  beneficially owns shares of Common Stock
in excess of the Limit) supply the Corporation  with complete  information as to
(1) the record owner(s) of all shares  beneficially  owned by such person who is
reasonably  believed to own shares of Common  Stock in excess of the Limit,  and
(2) any other factual  matter  relating to the  applicability  or effect of this
Article IV(C) as may reasonably be requested of such person.

                  4. Except as otherwise  provided by law or expressly  provided
in this Article IV(C),  the presence,  in person or by proxy,  of the holders of
record of shares of  capital  stock of the  Corporation  entitling  the  holders
thereof to cast a majority of the votes (after giving  effect,  if required,  to
the provisions of this section)  entitled to be cast by the holders of shares of
capital stock of the Corporation  entitled to vote shall  constitute a quorum at
all meetings of the  stockholders,  and every  reference in this  Certificate of
Incorporation to a majority or other proportion of capital stock (or the holders
thereof) for purpose of determining  any quorum  requirement or any  requirement
for  stockholder  approval  shall be deemed to refer to such  majority  or other
proportion  of the votes (or the holders  thereof)  then  entitled to be cast in
respect of such capital stock.

                  5. Any constructions,  applications, or determinations made by
the Board of Directors, pursuant to this Article IV(C), in good faith and on the
basis of such  information and assistance as was then  reasonably  available for
such  purpose,  shall be  conclusive  and binding upon the  Corporation  and its
stockholders.

                  6. In the event any  provision  (or  portion  thereof) of this
Article IV(C) shall be found to be invalid,  prohibited or unenforceable for any
reason,  the remaining  provisions  (or portions  thereof) of this Article IV(C)
shall  remain  in full  force and  effect,  and  shall be  construed  as if such
invalid,  prohibited or  unenforceable  provision had been stricken  herefrom or
otherwise rendered inapplicable, it being the intent of this Corporation and its
stockholders  that each such  remaining  provision (or portion  thereof) of this
Article IV(C) remain,  to the fullest  extent  permitted by law,  applicable and
enforceable as to all stockholders, including stockholders that beneficially own
shares of Common Stock in excess of the Limit, notwithstanding any such finding.

         WITNESS,  Essex Bancorp,  Inc. has caused this Certificate of Amendment
to its Certificate of Incorporation to be signed by Gene D. Ross, its President,
this 5th day of November, 1998.


                                     ESSEX BANCORP, INC.


                                     By:  /s/Gene D. Ross
                                        --------------------------
                                           Gene D. Ross
                                           President