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                                                                     Exhibit 3.3
                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                          PEACHTREE FIBEROPTICS, INC.


     Peachtree FiberOptics, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, (the
"Corporation"), DOES HEREBY CERTIFY:

     FIRST: By the unanimous consent of the directors of the Corporation a
     resolution was duly adopted setting forth a proposed amendment to the
     Certificate of Incorporation of said corporation, declaring said amendment
     to be advisable and seeking the consent of the majority of the shareholders
     of said corporation to adopt such amendment to the Certificate of
     Incorporation, pursuant to Sections 228 and 242 of the Delaware General
     Corporation Law. The resolution setting forth the proposed amendment is as
     follows:

     RESOLVED, that ARTICLE IV of the Certificate of Incorporation be amended to
     include the following provision:

     Effective upon the Corporation filing an Amendment to the Certificate of
     Incorporation ("Effective Date") in the office of the Secretary of State of
     Delaware, each 197.44092 shares of Common Stock, $.01 par value per share,
     outstanding on the Effective Date will be changed into one (1) fully paid
     and nonassessable share of Common Stock, $.01 par value per share; and that
     after the Effective Date, each holder of record of one or more certificates
     representing shares of the old Common Stock shall be entitled to receive
     one or more certificates representing the proportionate number of shares of
     new Common Stock on surrender of a stockholder's old certificates for
     cancellation. If a stockholder shall be entitled to a number of new shares
     of Common Stock which is not a whole number, then the number of new shares
     of Common Stock issued to the Stockholder shall be rounded up to the
     nearest whole number in lieu of such fractional share.

     SECOND: that a majority of the Stockholders have given their written
     consent to the above amendments in lieu of a meeting in accordance with the
     provisions of Section 228 of the Delaware General Corporation Law;

     THIRD: that the aforesaid amendment shall be duly adopted in accordance
     with the applicable Section 242 and 228 of the Delaware General Corporation
     Law.

     FOURTH: that the capital of the Corporation shall not be reduced under or
     by reason of said amendment.

     FIFTH: that this amendment shall become effective upon its filing in the
     office of the Secretary of State of Delaware, and the record date being
     March 19, 1999 for the for 197.44092 reverse stock split of the Company's
     issued and outstanding shares of Common Stock.

     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate to be signed by its President and
Secretary, this 22nd day of April, 1999.

                                                     PEACHTREE FIBEROPTICS, INC.


Attest: /s/ Sidney Levine,                   BY: /s/ Leonard Sokolow
        --------------------------               -------------------------------
        Sidney Levine, Secretary                 Leonard Sokolow, Managing Agent