Exhibit 3.3

                      Restated Certificate of Incorporation
                                       of
                            nStor Technologies, Inc.
                             a Delaware Corporation

        The undersigned hereby certifies that the following Restated Certificate
of  Incorporation  of nStor  Technologies,  Inc.,  a Delaware  corporation  (the
"Corporation")  was duly adopted in accordance  with Section 245 of the Delaware
General Corporation Law. This Restated Certificate of Incorporation restates and
integrates  but does not further  amend the  provisions  of the  Certificate  of
Incorporation.  There is no discrepancy  between the existing  provisions of the
Certificate of Incorporation and the provisions in this Restated  Certificate of
Incorporation. The original Certificate of Incorporation (previously filed under
the name of Pacific  Coast  Properties,  Inc.) was filed with the  Secretary  of
State of Delaware on November 23, 1959, a  subsequent  Restated  Certificate  of
Incorporation (previously filed under the name of Communications & Cable, Inc.),
as amended,  was filed in  Delaware  on July 21,  1987,  a  subsequent  Restated
Certificate  of  Incorporation  was filed in  Delaware on June 22,  1998,  and a
subsequent  Restated  Certificate  of  Incorporation  was filed in  Delaware  on
November 30, 1998.

        ARTICLE FIRST:  The name of the Corporation is nSTOR TECHNOLOGIES, INC.

        ARTICLE SECOND:  The address of the  Corporation's registered  office in
the  State  of Delaware is 15 E. North  Street,  City of Dover,  Delaware 19901,
County of Kent. The  name of its registered  agent  at such  address  is  United
Corporate Services, Inc.

        ARTICLE THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

        ARTICLE FOURTH:  (a) The total number of shares which the Corporation is
authorized  to issue is Two Hundred and Thirty One  Million  (231,000,000).  The
Corporation  is  authorized  to issue two  classes  of shares to be  designated,
respectively,  "Preferred  Stock" and  "Common  Stock."  The number of shares of
Preferred  Stock  authorized  to be issued is One  Million  (1,000,000)  and the
number of shares of Common  Stock  authorized  to be issued is Two  Hundred  and
Thirty Million (230,000,000). The Preferred Stock shall have a par value of $.01
per share and the Common  Stock  shall  have a par value of $.05 per share.  The
aggregate  par  value  of all  shares  of  Preferred  Stock is  $10,000  and the
aggregate par value of all shares of Common Stock is $11,500,000.

        (b) The shares of Preferred Stock may be issued from time to time in one
or more series.  The Board of Directors is  authorized,  subject to  limitations
prescribed by law and the provisions of this Article Fourth,  to provide for the
issuance of the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware,  to establish from time
to time the number of shares to be included in each such series,  and to fix the
designation,  powers,  preferences  and the  rights  of the  shares of each such
series and the qualifications, limitations or restrictions thereof.

        (c) The  authority  of the  Board  with  respect  to each  series  shall
include, but not be limited to, determination of the following:

               (i)  The  number  of  shares  constituting  that  series  and the
distinctive designation of the series;

               (ii) The  dividend  rate on the  shares of that  series,  whether
dividends  shall be  cumulative,  and, if so, from which date or dates,  and the
relative  rights of priority,  if any, of payment of dividends on shares of that
series;

               (iii) Whether that series shall have voting  rights,  in addition
to any voting  rights  provided  by law,  and,  if so, the terms of such  voting
rights and whether the series shall have the right to vote cumulatively;

               (iv) Whether that series shall have conversion  privileges,  and,
if so, the terms and  conditions  of such  conversion,  including  provision for
adjustment of the conversion rate in such events as the Board of Directors shall
determine;

               (v) Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such  redemption,  including the date or
dates upon or after  which they  shall be  redeemable,  and the amount per share
payable in case of redemption,  which amount may vary under different conditions
and at different redemption dates;

               (vi)  Whether  that  series  shall  have a  sinking  fund for the
redemption  or  purchase  of shares of that  series,  and,  if so, the terms and
amount of such sinking fund;

               (vii)  The  rights of the  shares of that  series in the event of
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
Corporation,  and the relative rights of priority,  if any, of payment of shares
of that series;

               (viii) Any other relative or participating rights, preferences or
limitations of that series.

        (d) The number of authorized  shares of Preferred Stock may be increased
or decreased by the  affirmative  vote of the holders of a majority of the stock
of the  Corporation  that is  entitled  to  vote  without  a  class  vote of the
Preferred  Stock or any class or series  thereof,  except  as may  otherwise  be
provided in the  resolution  or  resolutions  affixing the voting rights of such
class or series.

        (e)  Attached  hereto  as  Exhibit  1 is a copy  of the  Certificate  of
Designation of the Series L Convertible Preferred Stock filed with the Secretary
of State on June 7,  2002,  which  Certificate  created  a  separate  series  of
Preferred Stock which sets forth the rights and preferences of such series.

        ARTICLE FIFTH:  The Corporation shall have perpetual existence.

        ARTICLE  SIXTH:  In  furtherance  and not in  limitation  of the  powers
conferred by statute,  the Board of Directors is expressly  authorized  to make,
alter, amend or repeal the bylaws of the Corporation,  except to the extent that
the bylaws or this Certificate of Incorporation otherwise provide.

        ARTICLE  SEVENTH:  The number of directors of the  Corporation  shall be
fixed and may be altered from time to time in the manner  provided in the bylaws
of the  Corporation,  and  vacancies in the Board of Directors and newly created
directorships  resulting from any increase in the authorized number of directors
may be filled, and directors may be removed, as provided in the bylaws.

        ARTICLE EIGHTH: No holder of any class of stock of the Corporation shall
be entitled to cumulative  votes in connection with any election of directors of
the Corporation.

        ARTICLE NINTH:  Meetings of  stockholders  may be held within or without
the State of Delaware,  as the bylaws may provide.  The books of the Corporation
may be kept  (subject to any provision  contained in the  statutes)  outside the
State of Delaware at such place or places as may be designated from time to time
by the Board of Directors or in the bylaws of the Corporation.

        ARTICLE TENTH: To the fullest extent  permitted by the Delaware  General
Corporation  Law, as the same exists or as may hereafter be amended,  a director
of the  Corporation  shall not be personally  liable to the  Corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director.
Neither any amendment nor repeal of this Article Tenth,  nor the adoption of any
provision of this  Certificate of Incorporation  inconsistent  with this Article
Tenth,  shall eliminate or reduce the effect of this Article Tenth in respect of
any matter occurring,  or any cause of action,  suit or claim that, but for this
Article  Tenth,  would  accrue  or  arise,  prior to such  amendment,  repeal or
adoption of an inconsistent provision.

        ARTICLE  ELEVENTH:  The  election  of  directors  need not be by written
ballot unless a stockholder  demands  election by written ballot at a meeting of
stockholders before the voting begins.

        ARTICLE  TWELFTH:  The Corporation  reserves the right to amend,  alter,
change or repeal any provision  contained in this Certificate of  Incorporation,
in the manner now or hereafter  prescribed by statute,  and all rights conferred
upon stockholders herein are granted subject to this reservation.

        IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of October,
2002.

                                             nSTOR TECHNOLOGIES, INC.


                                             By: /s/ Jack Jaiven
                                             Jack Jaiven, Vice President