Exhibit 3.3

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                           ENVIRONMENT-ONE CORPORATION

                Under Section 805 of the Business Corporation Law

               The   undersigned,   being  the   Chairman   and   Secretary   of
Environment-One Corporation (the "Corporation"), do hereby certify that:

               1. The name of the  corporation is  Environment-One  Corporation.
The name under which the  Corporation  was formed is  Environmental  Technology,
Inc.

               2. The  Corporation's  Certificate of Incorporation  was filed on
December 10, 1968.

               3. The  Corporation's  Certificate of Incorporation is amended to
provide for a classified Board of Directors and related matters dealing with the
Board of  Directors  as set forth in the  following  Article  FOURTH which shall
replace in full the current Article FOURTH:

               The Board of  Directors  shall be divided  into three  classes as
nearly equal in number as possible.  Initially, the directors of the first class
shall be  nominated  and elected for a term of one year;  the  directors  of the
second class for a term of two years; and the directors of the third class for a
term of three years;  and at each annual election the successors to the class of
directors  whose terms shall expire in that year shall be elected to hold office
for the  term of  three  years,  so that  the  term of  office  of one  class of
directors  shall expire in each year. The current  directors shall be assigned a
designated  class as  determined  by the Board of  Directors,  and the number of
directors on the Board shall be  determined  from time to time by  resolution of
the Board of  Directors.  When the number of  directors  is  changed,  any newly
created  directorships or any decrease in directorships  shall be so apportioned
among  the  classes  so as to make all  classes  as  nearly  equal in  number as
possible.  When the number of  directors  is increased by the Board of Directors
and any newly created directorships are filled by the Board of Directors,  there
shall be no  classification  of the additional  directors  until the next annual
meeting of stockholders.  Any or all of the directors may be removed from office
by shareholders only for cause and only upon the affirmative vote of the holders
of not less than eighty percent (80%) of the outstanding  shares of common stock
entitled to vote generally in the election of directors.

               The  provisions  of this  Article  FOURTH  may  only be  amended,
revised or  repealed  by the  affirmative  vote of the  holders of not less than
seventy-five (75%) of the outstanding shares of common stock entitled to vote.

               4.  This  Amendment  to  the  Certificate  of  Incorporation  was
authorized by a vote of the Board of Directors, followed by the affirmative vote
of the holders of more than a majority of all outstanding  share of the stock of
the Corporation  entitled to vote thereon at a meeting of the shareholders  duly
noticed and held in accordance with the New York Business Corporation Law.
<PAGE>

               IN WITNESS  WHEREOF,  we have signed this Certificate the 8th day
of  October,  1996 and affirm  that its  contents  are true under  penalties  of
perjury.

                                                    /s/ Stephen V. Ardia
                                                    --------------------
                                                    Stephen V. Ardia, Chairman
                                                    CEO and President
   


                                                   /s/ Edward J. Grogan
                                                   --------------------
                                                   Edward J. Grogan, Secretary