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                                                                   EXHIBIT 3.3



                            CERTIFICATE OF AMENDMENT
                                       TO
                           ARTICLES OF INCORPORATION
                                       OF
                             TELECHIPS CORPORATION



        We the undersigned President and Secretary of TELECHIPS CORPORATION DO
HEREBY CERTIFY:

        1.  That the Board of Directors of TELECHIPS CORPORATION pursuant to a
special meeting of the Board on February 5, 1997, adopted resolutions to amend
the Articles of Incorporation as follows:

        "The First Paragraph of Article FOUR be amended in its entirety to read
as follows:

                "FOUR:  The total number of shares of all classes of stock which
        the Corporation has authority to issue is 23,200,000 consisting of (A)
        20,200,000 shares of Common Stock, par value $0.01 per share (the
        "Common Stock" and the holders thereof referred to herein as the
        "Common Stockholders"), and (B) 3,000,000 shares of Preferred Stock, par
        value $1.00 per share (the "Preferred Stock" and the holders thereof
        being referred to herein as the "Preferred Stockholders"), none of which
        shall be entitled to any preemptive rights.

                Effective as of the close of business on the date of filing of
        this amendment ("Amendment") to the Articles of Incorporation (the
        "Effective Time"), the filing of this Amendment shall effect a reverse
        stock split (the "Reverse Split") on the basis of one new share of
        Common Stock for each fifteen then issued and outstanding shares of
        Common Stock.

                Immediately as of the Effective Time, and without any action by
        the holders of outstanding Common Shares, outstanding certificates
        representing the Corporation's Common Shares shall represent for all
        purposes, and each Common Share issued and outstanding immediately
        before the Effective Time shall automatically be converted into, new
        Common Shares in the ratio of fifteen old Common Shares for one new
        Common Share, all by virtue of the Reverse Split and without any action
        on the part of the holder of such Common Shares.

                Notwithstanding any of the foregoing to the contrary, no scrip
        or fractional Common Shares shall be issued in connection with the
        Reverse Split. In lieu thereof, each record holder of Common Shares as
        of the Effective Date who would otherwise have been entitled to receive
        a fractional new Common Share shall, upon surrender of such
        stockholder's certificates representing pre-Reverse Split Common Shares,
        be issued an additional fraction of a share as is necessary to increase
        the fractional share to a full share."

        2.  That the number of shares of stock of TELECHIPS CORPORATION
outstanding and entitled to vote on an amendment to the Articles of
Incorporation is 15,138,329 shares of Common Stock; that said change and
amendment has been consented to and authorized by at least a majority of the
shares of stock outstanding and entitled to vote thereon.



                                            /s/ Nelson B. Caldwell
                                            --------------------------------
                                            Nelson B. Caldwell, President

                                           
                                            /s/ Hans Junker
                                            --------------------------------
                                            Hans Junker, Assistant Secretary