EXHIBIT 3.3


                            CERTIFICATE OF AMENDMENT
                                 TO THE AMENDED
                          CERTIFICATE OF INCORPORATION
                            OF BERG ELECTRONICS CORP.


     The undersigned,  being the Secretary of Berg Electronics Corp., a Delaware
corporation (the "Corporation") does hereby certify:

     FIRST: The name of the Corporation is Berg Electronics Corp.

     SECOND:  The Certificate of  Incorporation  was filed with the Secretary of
State of the State of Delaware on November 4, 1992.

     THIRD: The First Paragraph of Article FOURTH of the Amended  Certificate of
Incorporation is hereby amended to read in its entirety as follows:

     "FOURTH:  The total number of shares of all classes of Capital  Stock which
the Corporation  shall have authority to issue is 155,500,000  shares consisting
of (a) 28,500,000  shares of a class  designated as Preferred  Stock,  par value
$.01 per share ("Preferred Stock"); (b) 120,000,000 shares of a class designated
as Common Stock,  par value $.01 per share ("Common  Stock");  and (c) 7,000,000
shares of a class  designated as Class A Common Stock,  par value $.01 per share
("Class A Common Stock")."

      All  of  the   designations   and   the   powers,   preferences,   rights,
      qualifications,  limitations, and restrictions of the Preferred Stock, the
      Common  Stock  and the  Class A Common  Stock  set  forth  in the  Amended
      Certificate of Incorporation of the Corporation  currently  existing shall
      remain unaltered or modified by this Amendment.

     FOURTH: The aforesaid Amendment to the Amended Certificate of Incorporation
was duly adopted in accordance  with Section 242 of the General  Corporation Law
of the State of Delaware by the Board of Directors. Thereafter, the Stockholders
have approved the Amendment at the Annual  Meeting in accordance  with the Proxy
Statement sent to all Shareholders prior to such meeting.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment to be signed  pursuant to Section  103(a)(2) of the General  Corporate
Law of the State of Delaware by the undersigned  duly authorized  officer of the
Corporation as of the 28th day of May, 1998.

                                          BERG ELECTRONICS CORP.


                                          By:
                                             ----------------------------------
                                             W. Thomas McGhee, Secretary



                                     1