**Exhibit 3.3**

 
| ** ** | ** ** | ***‘Delaware*** | ** ** | ** ** |
|------------|------------|----------------------|------------|------------|
| * *   | * *   | *The First  State*   | * *   |       |
| * *   | * *   |                 |       |       |

* *

*I,HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBYCERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENTOF “POWER-ONE, INC.”, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF MAY, A.D.2005, AT 10 O’CLOCK A.M.*

* *

*AFILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTYRECORDER OF DEEDS.*

* *
| * *                          | **                                        | * *  |
|-----------------------------------|-------------------------------------------|-----------|
| * *                          | /s/* *Harriet Smith Windsor          |
| * *                          | Harriet Smith Windsor, Secretary of State |
| * *                          |                                      |
| *2580397     8100* | *AUTHENTICATION:*                         | *3925965* |
| * *                          |                                      |      |
| *050399438*                       | * *                                  | *DATE:*   | *06-03-05* |

 

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| *State of Delaware*              |   |   |
|----------------------------------|--------|--------|
| *Secretary  of State*            |   |   |
| *Division  of Corporations*      |   |   |
| *Delivered  10:00 AM 05/16/2005* |   |   |
| *FILED  10:00 AM 05/16/2005*     |   |   |
| *SRV  050399438 - 2580397 FILE*  |   |   |

 

**CERTIFICATE OF AMENDMENTTO THERESTATED CERTIFICATE OF INCORPORATIONOFPOWER-ONE, INC.**

 

The undersigned,being an officer of Power-One, Inc., a Delaware corporation (the “Corporation”),does hereby certify;

 

FIRST:  Thatthe Board of Directors of said corporation at a duly called noticed regularmeeting held on February 2, 2005, adopted a resolution proposing and declaringadvisable the following amendment to the Restated Certificate of Incorporationof said corporation:

 

RESOLVED, that theRestated Certificate of Incorporation be amended so that Article SEVENTH isamended and restated to read in its entirety as follows:

 

“Thebusiness and affairs of the corporation shall be managed by and under thedirection of the Board of Directors consisting of such number of directors asis determined from time to time by resolution adopted by affirmative vote ofthe entire Board of Directors; provided, however, that in no event shall thenumber of directors be less than three or greater than nine. The term of officeof each director elected at an annual meeting, or elected or appointed at anytime in the period between annual meetings, shall expire at the next annualmeeting of stockholders following such election or appointment. Each directorelected or appointed shall serve until his successor shall be elected andqualify, or until his earlier death, resignation, removal or disqualification.A majority of the total directors shall constitute a quorum for the transactionof business. Except as otherwise required by law, any vacancy on the Board ofDirectors that results from an increase in the number of directors shall befilled only by a majority of the Board of Directors then in office, providedthat a quorum is present, and any other vacancy occurring in the Board ofDirectors shall be filled by a majority of the directors then in office, evenif less than a quorum, or a sole remaining director.”

 

SECOND:  That the aforesaid amendment was duly adopted on May3, 2005 by the Corporation’s Board of Directors and stockholders in accordancewith the applicable provisions of Section 242 of the General Corporation Law ofthe State of Delaware.

 

IN WITNESS WHEREOF, the facts stated herein are true and saidcorporation has caused this certificate to be signed by Randall H. Holliday,its Secretary, this 12th day of May, 2005.

 

 
|   | Power-One, Inc. |
|--------|-----------------|
|   |            |
|   | By:             | /s/ Randall H. Holliday |   |
|   |            | Randall H. Holliday, Secretary |

 

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