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                                                                     Exhibit 3.3

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             STRATOS LIGHTWAVE, INC.

     Stratos Lightwave, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:

     1. The amendment set forth below to the Corporation's Restated Certificate
of Incorporation, as heretofore amended, was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     Paragraph A of Article IV of the Restated Certificate of Incorporation is
hereby deleted and the following is substituted in lieu thereof:

          "A. The total number of shares of capital stock which the Corporation
     shall have authority to issue is 105,000,000, consisting of 100,000,000
     shares of common stock par value 0.01 per share (the "Common Stock"), and
     5,000,000 shares of preferred stock par value $0.01 per shares (the
     "Preferred Stock").

          Immediately upon the filing of this Amendment to the Restated
     Certificate of Incorporation (the "Effective Time") each ten (10) shares of
     the Common Stock, issued and outstanding immediately prior to the Effective
     Time (the "Old Common Stock"), shall automatically, without further action
     on the part of the Corporation or any holder of Old Common Stock, be
     combined, converted, reclassified and changed into one (1) fully paid and
     nonassessable share of Common Stock (the "New Common Stock" and the
     "Reverse Stock Split"), subject to the treatment of fractional share
     interests as described below. The combination and reclassification of the
     Old Common Stock into New Common Stock shall occur at the Effective Time
     regardless of when the certificates representing such Old Common Stock are
     surrendered to the Corporation in exchange for certificates representing
     New Common Stock. After the Effective Time, certificates representing the
     Old Common Stock shall, until surrendered to the Corporation in exchange
     for New Common Stock, represent the number of shares of New Common Stock
     into which such Old Common Stock shall have been converted pursuant to this
     Amendment and the right to receive cash in lieu of any fractional share
     interest. No certificates representing fractional shares of New Common
     Stock shall be issued in connection with the Reverse Stock Split. Holders
     who otherwise would be entitled to receive fractional share interests of
     New Common Stock shall be entitled to receive in lieu of fractional shares
     and upon surrender to the Corporation's transfer agent of their
     certificates representing Old Common Stock, duly endorsed, a cash payment
     in an amount equal to the product calculated by multiplying (i) the closing
     sales price of the Company's Common Stock on the trading day preceding the
     Effective Date as reported on the


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     NASDAQ National Market or, if no such sales price exists, the mid-range
     between the last bid and asked price on such date by (ii) the number of
     shares of Old Common Stock held by such holder that would otherwise have
     been converted into a fractional share interest. Upon surrender by a holder
     of Old Common Stock or a certificate or certificates for Old Common Stock,
     duly endorsed, to the Corporation's transfer agent, the Corporation shall,
     as soon as practicable thereafter, issue and deliver to such holder of Old
     Common Stock, a certificate or certificates for the number of shares of New
     Common Stock to which such holder shall be entitled as aforesaid together
     with cash in lieu of any fractional shares interest."

     2. This Certificate of Amendment shall become effective at 5:00 p.m.,
Eastern time, on October 21, 2002.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by James W. McGinley, its President and Chief Executive
Officer, this 18th day of October, 2002.

                                   Stratos Lightwave, Inc.


                                   By: /s/ James W. McGinley
                                       --------------------------------
                                       James W. McGinley
                                       President and Chief Executive Officer


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