Exhibit 3.3

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                      INTERNATIONAL DISPENSING CORPORATION

                         Pursuant to Section 242 of the
                        Delaware General Corporation Law


                It is hereby certified that:

                1.  The  name  of  the  Corporation   (hereinafter   called  the
"Corporation")  is  International  Dispensing  Corporation.  The Corporation was
originally  incorporated  on  October  10,  1995  under  the  name  ReSeal  Food
Dispensing Systems, Inc.

                2. The certificate of incorporation of the Corporation is hereby
amended by adding an Article TENTH to read as follows:

                         "TENTH  A.   Commencing  with  the  Annual  Meeting  of
                Stockholders   held  in  July,   1998,   the  directors  of  the
                Corporation  are  classified  with respect to the time for which
                they shall  severally  hold office by  dividing  them into three
                classes, each class to be as nearly equal in number as possible,
                which  classes shall be designated as Class 1, Class 2 and Class
                3. Subject to the provisions  hereof, the number of directors in
                each class shall from time to time by designated by the Board of
                Directors  of the  Corporation.  The Class 1 directors  shall be
                elected  initially for a term of one year; the Class 2 directors
                shall be  elected  initially  for a term of two  years;  and the
                Class 3 directors shall be elected initially for a term of three
                years.  At each annual  meeting,  the successors to the class of
                directors whose terms shall expire that year shall be elected to
                hold  office  for a term of  three  years so that  each  term of
                office  of one class of  directors  shall  expire in each  year.
                Notwithstanding  the rule  that the  three  classes  shall be as
                nearly equal in number of directors as possible, in the event of
                any change in the authorized number of directors,  each director
                then continuing to serve as such shall nevertheless  continue as
                a  director  of the  class of which  he is a  member  until  the
                expiration of his current term, or his prior death,  resignation
                or removal.  If any newly created  directorship may,  consistent
                with the rule that the three classes shall be as nearly equal in
                number of directors  as possible,  be allocated to one or two or
                more  classes,  the  Board  shall  allocate  it to  that  of the
                available  classes  whose term of office is due to expire at the
                earliest date following such allocation.



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                         B.   Notwithstanding   anything   contained   in   this
                Certificate of  Incorporation  to the contrary,  the affirmative
                vote of the  holders of at least 80% of the voting  power of all
                of the  shares  of the  Corporation  entitled  to  vote  for the
                election of directors  shall be required to amend or repeal,  or
                to adopt any provisions inconsistent with this Article TENTH."

                3. The  amendment of the  certificate  of  incorporation  herein
certified  has been duly adopted by the board of directors and  stockholders  of
the  Corporation in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.

                IN WITNESS  WHEREOF,  I have made,  signed and  subscribed  this
Certificate  of  Amendment  this  10th day of July  1998,  and  affirm  that the
statements contained herein are true under penalties of perjury.



                                                            /s/ Jon Silverman
                                                            -----------------
                                                            Jon D. Silverman
                                                            President