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                                                                     EXHIBIT 3.3

                          CERTIFICATE OF AMENDMENT OF
                 THE RESTATED CERTIFICATE OF INCORPORATION OF
                            INCO HOMES CORPORATION

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     Inco Homes Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of Inco Homes
Corporation, resolutions were duly adopted setting forth a proposed amendment of
the Restated Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof.  The resolution setting forth the
proposed amendment is as follows:

     RESOLVED, that the Restated Certificate of Incorporation of the Company be
     amended by changing the first paragraph of the Article thereof numbered
     "FOURTH" so that, as amended, said paragraph shall be and read as follows:

     "The Corporation is authorized to issue two classes of shares to be
     designated Common Stock ("Common Stock") and Preferred Stock ("Preferred
     Stock"), respectively.  The total number of shares which the Corporation is
     authorized to issue is six million (6,000,000).  Five million (5,000,000)
     shares shall be Common Stock and one million (1,000,000) shares shall be
     Preferred Stock.  The Common Stock shall have a par value of $0.01 per
     share and the Preferred Stock shall have a par value of $0.01 per share.

     SECOND:  That thereafter, pursuant to resolution by its Board of Directors,
a special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.

     THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, Inco Homes Corporation has caused this certificate to
be signed by Ira C. Norris, its authorized officer, this 11th day of December,
1998.

                                     INCO HOMES CORPORATION
                                     A Delaware corporation


                                     By:  /s/ Ira C. Norris
                                        ----------------------------------------
                                          Ira C. Norris, Chairman of the Board,
                                          President, and Chief Executive Officer

Attest:


By: _________________________________
     David A. Fogg, Secretary


                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 12/21/1998
                                                          981493966 - 2314102