Exhibit 3.3 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIRST MONTAUK FINANCIAL CORP. Pursuant to the provisions of Section 14A:9-4(3) of the New Jersey Business Corporation Act, the undersigned corporation hereby amends its Certificate of Incorporation as follows: FIRST: The name of the corporation is FIRST MONTAUK FINANCIAL CORP. SECOND: The Certificate of Incorporation is hereby amended as follows: THIRD: Capital Stock (A) Authorized Capital Stock. The total number of shares of all classes of stock which this Corporation shall have authority to issue is THIRTY-FIVE MILLION (35,000,000) shares, consisting OF THIRTY MILLION (30,000,000) shares of common stock, no par value per share (hereinafter, the "Common Stock"), and FIVE MILLION (5,000,000) shares of Preferred Stock, $.10 par value per share (hereinafter, the "Preferred Stock"). THIRD: The amendment effected herein was duly adopted by the affirmative vote of a majority of votes cast by the holders of shares entitled to vote thereon on the 27th day of June, 1997. FOURTH: At the time of the adoption of the amendment to the Certificate of Incorporation, the number of shares outstanding was 8,965,663 shares of Common Stock, no par value. The total number of such shares entitled to vote thereon, and the vote of such shares was: Total Number of Shares Number of Shares Voted Broker Entitled to Vote For Against Abstain Non-Vote - ---------------------- --- ------- ------- -------- Common Shares - 6,380,029 654,842 41,060 173,919 IN WITNESS WHEREOF, we hereunto sign our names and affirm that the statements made herein are true under penalties of perjury this 27th day of June, 1997. FIRST MONTAUK FINANCIAL CORP. By: _____________________________ Name: Title: By: _____________________________ Name: Title: CORPORATE SEAL