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                                                                     EXHIBIT 3.3




                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            GARY PLAYER DIRECT, INC.

         The undersigned, being the Chief Executive Officer, President and
Secretary of Gary Player Direct, Inc., (the "Corporation") DOES HEREBY CERTIFY
as follows:

1.       The name of the Corporation is Gary Player Direct, Inc.

2.       The Certificate of Incorporation of the Corporation is hereby amended
         to effect a twenty (20) for one (1) reverse split of all of the
         Corporation's issued common stock, par value $.001 per share (the
         "Common Stock"), whereby, automatically upon the filing of this
         Amendment with the Secretary of State of the State of Delaware, each
         twenty (20) issued shares of Common Stock shall be changed into one (1)
         share of Common Stock, and, in that connection, to reduce the stated
         capital of the Corporation.

3.       In order to effectuate the amendment set forth in Paragraph 2 above:

         (a)      All of the Corporation's issued Common Stock, having a par
                  value of $.001 per share, is hereby changed into new Common
                  Stock having a par value of $.001 per share, on the basis of
                  one (1) new share of Common Stock for each twenty (20) shares
                  of Common Stock issued as of the date of filing of the
                  Amendment with the Secretary of State for the State of
                  Delaware, provided, however, that no fractional shares of
                  Common Stock shall be issued pursuant to such change. Each
                  shareholder who would otherwise be entitled to a fractional
                  share as a result of such change shall have only a right to
                  receive, in lieu of any fractional shares otherwise issuable
                  upon conversion, the number of outstanding shares issued
                  rounded up to the next whole share.

         (b)      The Corporation's 200,000,000 authorized shares of Common
                  Stock, having a par value of $.001 per share, shall not be
                  changed;

         (c)      The Corporation's 5,000,000 authorized shares of preferred
                  stock, having a par value of $.01 per share, shall not be
                  changed, and

         (d)      The Corporation's stated capital shall be reduced by an
                  amount equal to the aggregate par value of the shares of
                  Common Stock issued prior to the effectiveness of this
                  Amendment which, as a result of the reverse split provided for
                  herein, are no longer issued shares of Common Stock.

4.       The foregoing amendments of the Certificate of Incorporation of the
         Corporation have been duly adopted by the Corporation's Board of
         Directors and Stockholders in accordance with the provisions of Section
         242 of the Delaware General Corporation Law.
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         IN WITNESS WHEREOF, the undersigned have subscribed this document on
the date set forth below.

Dated: May 3, 1999                   _______________________________________
                                         Alfonso J. Cervantes, Jr.
                                         Chief Executive Officer, President
                                         and Secretary