Exhibit
3.3




AMENDMENT




TO
THE




AMENDED
AND RESTATED




CERTIFICATE
OF INCORPORATION




OF




WHX
CORPORATION




Pursuant
to Section 242 of the




General
Corporation Law of the State of Delaware




WHX
CORPORATION (the “Corporation”), a corporation organized and existing under the
General Corporation Law of the State of Delaware, does hereby certify as
follows:




1.           The
following paragraph is hereby added after the first paragraph of Article FOURTH
of the Amended and Restated Certificate of Incorporation of the Corporation to
read as follows:




“Effective
as of 5:00 p.m. (Eastern Time) on the date of filing (the “Effective Time”) of
this amendment to the Corporation’s Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware, each share
of common stock, par value $0.01 per share (the “Old Common Stock”), issued and
outstanding immediately prior to the Effective Time, shall be, and hereby is,
combined into one-tenth (1/10) of a share of common stock, par value $0.01 per
share (the “New Common Stock”). Each outstanding stock certificate which
immediately prior to the Effective Time represented one or more shares of Old
Common Stock shall thereafter, automatically and without the necessity of
surrendering the same for exchange, represent the number of whole shares of New
Common Stock determined by multiplying the number of shares of Old Common Stock
represented by such certificate immediately prior to Effective Time by one-tenth
(1/10) and rounding such number up to the nearest whole integer, and shares of
Old Common Stock held in uncertificated form shall be treated in the same
manner. The Company shall not issue or deliver any fractional shares of New
Common Stock. In lieu thereof, shares of Old Common Stock that are not evenly
divisible will be rounded up to the nearest whole share of New Common
Stock.  Shares of common stock that were outstanding prior to the
Effective Time and that are not outstanding after the Effective Time shall
resume the status of authorized but unissued shares of common
stock.”




2.           Article
NINTH of the Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended in its entirety to read as follows:




“NINTH:
Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation or by written consent of a majority of the
stockholders of the Corporation entitled to vote with respect to the subject
matter of the action.”




3.           
The amendment to the Amended and Restated Certificate of Incorporation of the
Corporation effected by this Certificate was duly authorized by the Board of
Directors and the 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, the Corporation has caused this Certificate of Amendment to be
signed and acknowledged by its Secretary on this 24th day of November,
2008.









WHX
      CorporationBy:
                  /s/
      Peter T. GelfmanName:
                  Peter
      T. GelfmanTitle:
                  General
      Counsel and
Secretary