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                                                                     Exhibit 3.3

                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-221809

                        THE COMMONWEALTH OF MASSACHUSETTS
                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, SECRETARY
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108

                  CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
                          A SERIES OF A CLASS OF STOCK

                     General Laws, Chapter 156B, Section 26

                                   ----------

We, Albert Rand, President and John McClintock, Clerk of DYNAMICS RESEARCH
CORPORATION located at 60 Concord Street, Wilmington, Massachusetts 01887, do
hereby certify that at a meeting of the directors of the corporation held on
July 14, 1988, the following vote establishing and designating a series of a
class of stock and determining the relative rights and preferences thereof was
duly adopted:

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        VOTED: That pursuant to the authority vested in the Board of Directors
of this Corporation in accordance with the provisions of its Articles of
Organization, as amended, a series of Preferred Stock of the Corporation be and
it hereby is created, and that the designation and amount thereof and the voting
powers, preferences and relative, participating, optional and other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:

        Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Participating Preferred Stock" (the "Series A Stock")
and the number of shares constituting such series shall be 1,500,000.

        Section 2. Dividends and Distributions.

                (A)     Subject to the prior and superior rights of the holders
        of any shares of any series of Preferred Stock ranking prior and
        superior to the shares of Series A Stock with respect to dividends, the
        holders of shares of Series A Stock shall be entitled to receive, when,
        as and if declared by the Board of Directors out of funds legally
        available for the purpose, quarterly dividends payable in cash to
        holders of record on the 15th day of March, June, September and December
        in each year (each such date being referred to herein as a "Quarterly
        Dividend Payment Date"), commencing on the first Quarterly Dividend
        Payment Date after the first issuance of a share or fraction of a share
        of Series A Stock, in an amount per share (rounded to the nearest cent)
        equal to the greater of (a) $.25 or (b) subject to the provision for
        adjustment set forth in Section 8 hereof, 10 times the aggregate per
        share amount of all cash dividends, and 10 times the aggregate per share
        amount (payable in kind) of all non-cash dividends or other
        distributions other than a dividend payable in shares of Common Stock or
        a subdivision of the outstanding shares of Common Stock (by
        reclassification or otherwise), declared on the Common Stock, par value
        $.10 per share, of the Corporation (the "Common Stock") since the
        immediately preceding Quarterly Dividend Payment Date or, with respect
        to the first Quarterly Dividend Payment Date, since the first issuance
        of any share or fraction of a share of Series A Stock.

                (B)     The Corporation shall declare a dividend or distribution
        on the Series A Stock as provided in paragraph (A) of this Section 2
        immediately after it declares a dividend or distribution on the Common
        Stock (other than a dividend payable in shares of or subdivision with
        respect to Common Stock); provided, however, that, in the event no
        dividend or distribution shall have been declared on the Common Stock
        during the period between any Quarterly Dividend Payment Date and the
        next subsequent Quarterly Dividend Payment Date; a dividend of $.25 per
        share on the Series A Stock shall nevertheless be payable on such
        subsequent Quarterly Dividend Payment Date.

                (C)     Dividends shall begin to accrue and be cumulative on
        outstanding shares of Series A Stock from the Quarterly Dividend Payment
        Date next preceding the date of

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        issue of such shares of Series A Stock, unless the date of issue of such
        shares is prior to the record date for the first Quarterly Dividend
        Payment Date, in which case dividends on such shares shall begin to
        accrue from the date issue of such shares, or unless the date of issue
        is a Quarterly Dividend Payment Date or is a date after the record date
        for the determination of holders of shares of Series A Stock entitled to
        receive a quarterly dividend and before such Quarterly Dividend Payment
        Date, in either of which events such dividends shall begin to accrue and
        be cumulative from such Quarterly Dividend Payment Date. Accrued but
        unpaid dividends shall not bear interest. Dividends paid on the shares
        of Series A Stock in an amount less than the total amount of such
        dividends at the time accrued and payable on such shares shall be
        allocated pro rata on a share-by-share basis among all such shares at
        the time outstanding. The Board of Directors may fix a record date for
        the determination of holders of shares of Series A Stock entitled to
        receive payment of a dividend or distribution declared thereon, which
        record date shall be no more than 60 days prior to the date fixed for
        the payment thereof.

        Section 3. Voting Rights. The holders of shares of Series A Stock shall
have the following voting rights:

                (A)     Subject to the provision for adjustment set forth in
        Section 8 hereof, each share of Series A Stock shall entitle the holder
        thereof to 10 votes on all matters submitted to a vote of the
        stockholders of the Corporation.

                (B)     Except as otherwise provided herein, in the Articles of
        Organization, or by law, the holders of shares of Series A Stock and the
        holders of shares of Common Stock shall vote together as one class on
        all matters submitted to a vote of stockholders of the Corporation.

                (C)

                        (i)     If at the time of any annual meeting of
                stockholders for the election of directors a default in
                preferred dividends (as hereinafter defined) shall exist, the
                holders of shares of Preferred Stock voting separately as a
                class without regard to series (with each share of Preferred
                Stock being entitled to that number of votes to which it is
                entitled on matters submitted to stockholders generally, or, if
                it is not entitled to vote with respect to such matters, to one
                vote), shall have the right to elect two members of the Board of
                Directors of the Corporation. The holders of Common Stock shall
                not be entitled to vote in the election of the two directors so
                to be elected by the holders of shares of Preferred Stock. Any
                director elected by the holders of shares of Preferred Stock,
                voting as a class as aforesaid, shall continue to serve as such
                director for the full term for which he shall have been elected
                notwithstanding that prior to the end of such term a default in
                preferred dividends shall cease to exist. If, prior to the end
                of the term of any director elected by the holders of the
                Preferred Stock, voting as a class as aforesaid, a vacancy in
                the office of such director shall occur by reason of death,
                resignation, removal or disability, or for any other cause, such
                vacancy shall be filled for the unexpired term in the manner
                provided in the By-laws of the Corporation, provided that, if
                the By-laws provide that such vacancy shall be filled by
                election

                                       -2-

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                by the stockholders at a meeting thereof, the right to fill such
                vacancy shall be vested in the holders of Preferred Stock,
                voting as a class as aforesaid, unless, in any such case, no
                default in preferred dividends shall exist at the time of such
                election.

                        (ii)    For the purposes of paragraph (C) (i) of this
                Section 3, a default in preferred dividends shall be deemed to
                have occurred whenever the amount of dividends in arrears upon
                any series of Preferred Stock shall be equivalent to six full
                quarterly dividends or more and, having so occurred, such
                default in preferred dividends shall be deemed to exist
                thereafter until all accrued dividends on all shares of
                Preferred Stock then outstanding shall have been paid to the end
                of the last preceding quarterly dividend period. Nothing herein
                contained shall be deemed to prevent an amendment of the By-laws
                of the Corporation, in the manner therein provided, which shall
                increase the number of directors so as to provide as additional
                places on the Board of Directors either or both the
                directorships to be filled by the two directors so to be elected
                by the holders of the Preferred Stock or to prevent any other
                change in the number of directors of the Corporation.

                (D)     Except as set forth herein, holders of Series A Stock
        shall have no special voting rights and their consent shall not be
        required (except to the extent they are entitled to vote with holders of
        Common Stock as set forth herein) for taking my corporate action.

        Section 4. Certain Restrictions

                (A)     Whenever quarterly dividends or other dividends or
        distributions payable on the Series A Stock as provided in Section 2 are
        in arrears, thereafter and until all accrued and unpaid dividends and
        distributions, whether or not declared, on shares of Series A Stock
        outstanding shall have been paid in full, the Corporation shall not

                        (i)     declare or pay dividends on , make any other
                distributions on, or redeem or purchase or otherwise acquire for
                consideration any shares of stock ranking junior (either as to
                dividends or upon liquidation, dissolution or winding up) to the
                Series A Stock;

                        (ii)    declare or pay dividends on or make any other
                distributions on any shares of stock ranking on a parity (either
                as to dividends or upon liquidation, dissolution or winding up)
                with the Series A Stock, except dividends paid ratably on the
                Series A Stock and all such parity stock on which dividends are
                payable or in arrears in proportion to the total amounts to
                which the holders of all such shares are then entitled;

                        (iii)   redeem or purchase or otherwise acquire for
                consideration shares of any stock ranking on a parity (either as
                to dividends or upon liquidation, dissolution or winding up)
                with the Series A Stock, provided that the Corporation may at
                any time redeem, purchase or otherwise acquire shares of any
                such parity stock in exchange for shares of any stock of the
                Corporation ranking junior (either

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                as to dividends or upon dissolution, liquidation or winding up)
                to the Series A Stock; or

                        (iv)    purchase or otherwise acquire for consideration
                any shares of Series A Stock, or any shares a stock ranking on a
                parity with the Series A Stock, except in accordance with a
                purchase offer made in writing or by publication (as determined
                by the Board of Directors) to all holders of such shares upon
                such terms as the Board of Directors, after consideration of the
                respective annual dividend rates and other relative rights and
                preferences of the respective series and classes, shall
                determine in good faith will result in fair and equitable
                treatment among the respective series or classes.

                (B)     The Corporation shall not permit any subsidiary of the
        Corporation to purchase or otherwise acquire for consideration any
        shares of stock of the Corporation unless the Corporation could, under
        paragraph (A) of this Section 4, purchase or otherwise acquire such
        shares at such time and in such manner.

        Section 5. Reacquired Shares. Any shares of Series A Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.

        Section 6. Liquidation, Dissolution or Winding Up.

                (A)     Upon any liquidation (voluntary or otherwise),
        dissolution or winding up of the Corporation, no distribution shall be
        made to the holders of shares of stock ranking junior (either as to
        dividends or upon liquidation, dissolution or winding up) to the Series
        A Stock unless, prior thereto, the holders of shares of Series A Stock
        shall have received $10.00 per share plus an amount equal to accrued and
        unpaid dividends and distributions thereon, whether or not declared, to
        the date of such payment (the "Series A Liquidation Preference").
        Following the payment of the full amount of the Series A Liquidation
        Preference, no additional distributions shall be made to the holders of
        shares of Series A Stock unless, prior thereto, the holders of shares of
        Common Stock (which term shall include, for the purposes only of this
        Section 6, any series of the Corporation's Preferred Stock ranking on a
        parity with the Common Stock upon liquidation, dissolution or winding
        up) shall have received an amount per share (the "Common Adjustment" )
        equal to the quotient obtained by dividing (i) the Series A Liquidation
        Preference by (ii) 10 (as appropriately adjusted as set forth in Section
        8 hereof to reflect such events as stock splits, stock dividends and
        recapitalizations with respect to the Common Stock; such number in
        clause (ii), the "Adjustment Number"). In the event, however, that there
        are not sufficient assets available to permit payment in full of the
        Common Adjustment, then such remaining assets shall be distributed
        ratably to the holders of Common Stock. Following the payment of the
        full amount of the Series A Liquidation Preference and the Common
        Adjustment in respect of all outstanding shares of Series A Stock and
        Common Stock, respectively, holders of Series A Stock and holders of
        shares of Common Stock

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        shall receive their ratable and proportionate share of the remaining
        assets to be distributed in the ratio of the Adjustment Number to one
        (1) with respect to such Series A Stock and Common Stock, on a per share
        basis, respectively.

                (B)     In the event, however, that there are not sufficient
        assets available to permit payment in full of the Series A Liquidation
        Preference and the liquidation preferences of all other series of
        Preferred Stock, if any, which rank on a parity with the Series A Stock,
        then such remaining assets shall be distributed ratably to the holders
        of such parity shares in proportion to their respective liquidation
        preferences.

        Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Stock shall at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment set forth in Section 8
hereof) equal to 10 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged.

        Section 8. Certain Adjustments. In the event the Corporation shall at
any time declare or pay any dividend on Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then, in each such case, the amounts set forth in
Sections 2(A), 3(A), 6(A) and 7 hereof with respect to the multiple of (i) cash
and non-cash dividends, (ii) votes, (iii) the Series A Liquidation Preference
and (iv) an aggregate amount of stock, securities, cash and/or other property
referred to in Section 7 hereof, shall be adjusted by multiplying such amount by
a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

        Section 9. Ranking. The Series A Stock shall rank pari passu with (or if
determined by the Board of Directors in any vote establishing any other series
of Preferred Stock, either senior and preferred to or junior and subordinate to
as the case may be) each other Series of Preferred Stock of the Corporation with
respect to dividends and/or preference upon liquidation, dissolution or winding
up.

        Section 10. Redemption. The shares of Series A Stock may be redeemed by
the Corporation at such times and on such terms as may be agreed to between the
Corporation and the redeeming stockholder, subject to any limitations which may
be imposed by law or the Articles of Organization, as amended , of the
Corporation.

        Section 11. Amendment. The Articles of Organization, as amended, of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Stock so as to
affect them adversely without the affirmative vote of the holders of two-thirds
or more of the outstanding shares of Series A Stock, voting together as a single
class.

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        Section 12. Fractional Shares. Series A Stock may be issued in fractions
of a share which shall entitle the holder, in proportion to such holder's
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A
Stock.

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     IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 14th day of July in the year 1988.

                           /s/ Albert Rand                           , President
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                           /s/ John McClintock                          , Clerk
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                        THE COMMONWEALTH OF MASSACHUSETTS

                  Certificate of Vote of Directors Establishing

                          A Series of a Class of Stock

                    (General Laws, Chapter 156B, Section 26)

                     I hereby approve the within certificate
               and, the filing fee in the amount of $75.00 having
               been paid, said certificate is hereby filed this 21st
               day of July, 1988.

                                               /s/ Michael Joseph Connolly
                                               ---------------------------
                                                  MICHAEL JOSEPH CONNOLLY
                                                    Secretary of State

                         TO BE FILLED IN BY CORPORATION

                      PHOTO COPY OF CERTIFICATE TO BE SENT

                                To: Mary E. Weber

                                  Ropes & Gray
                               225 Franklin Street
                                Boston, MA 02110
                               Telephone: 423-6100