EX 3.3

(3)(c)  AMENDMENT TO RESTATED  ARTICLES OF  INCORPORATION  ADDING ARTICLE ELEVEN
(INCORPORATED  BY REFERENCE  TO EXHIBIT  (3)(d) TO FORM 10-K FOR THE FISCAL YEAR
ENDED JUNE 30, 1989)

FILED  IN THE  OFFICE  OF THE  SECRETARY  OF  STATE  OF  TEXAS  MAY  08,  1989 -
CORPORATION SECTION

                                   ARTICLE ONE
                                      NAME

     The name of the corporation is United Services Advisors, Inc.

                                   ARTICLE TWO
                                   AMENDMENTS

     The following new Article Eleven is added to the Articles of  Incorporation
of the corporation in its entirety to read as follows:

                                 ARTICLE ELEVEN

     Notwithstanding any provision in Article IX to the contrary, no director of
the Company  shall be liable to the  Company or its  shareholders  for  monetary
damages or an act or omission in the director's  capacity as a director,  except
for  liability  for (i) any breach of a  director's  duty of loyalty for (i) any
breach of a director's duty of loyalty to the Company or its shareholders,  (ii)
an act or omission not in good faith or which involves intentional misconduct or
a  knowing  violation  of law,  (iii) any  transaction  from  which as  director
received an improper benefit, whether or not the benefit resulted from an action
taken  within the scope of the  director's  office,  (iv) an act or omission for
which the liability of a director is expressly provided for by statute or (v) an
act related to an unlawful stock repurchase or payment of a dividend.

     If the Texas  Miscellaneous  Corporation  Laws Act is hereafter  amended to
authorize the further  elimination  or limitation of the liability of directors,
then the liability of a director of the Company,  in addition to the  limitation
of personal  liability  provided herein,  shall be limited to the fullest extent
permitted by the amended Texas Miscellaneous Corporation Laws Act. Any repeal or
modification  of this  paragraph  by the  shareholders  of the Company  shall be
prospective  only, and shall not adversely affect any limitation on the personal
liability  of a director of the  Company  existing at the time of such repeal or
modification.

                                  ARTICLE THREE
                   DATE AND PROCEDURE OF ADOPTION OF AMENDMENT

     The  amendment  to  the  Articles  of  Incorporation  was  adopted  by  the
shareholders  of the  corporation on April 28, 1989. The number of shares of the
corporation  outstanding at the time of such adoption was 992,344 and the number
of shares  entitled  to vote  thereon was  854,729.  The number of shares of the
corporation voting for the amendment was 831,966 and the number of shares of the
corporation voting against the amendment was 5,688.

     IN WITNESS WHEREOF, the undersigned as executed these Articles of Amendment
of the corporation this 4 day of May, 1989.

                                        /S/ OFELIA M. MAYO
                                        -----------------------------
                                        Ofelia M. Mayo

STATE OF TEXAS
COUNTY OF BEXAR

     Before me, a notary public, on this day personally appeared Ofelia M. Mayo,
known to me to be the person whose name is subscribed to the foregoing  document
and, being by me first duly sown, declared that the statements therein contained
are true and correct.

     Given under my hand and seal of office this 4th day of May, A.D. 1989.

                                        /S/ JACKIE L. SCHLINGER
                                       ------------------------------
                                        Notary Public, State of Texas

SEAL     Jackie L. Schlinger
         Expires June 20, 1992