EXHIBIT 3.3



                            CERTIFICATE OF AMENDMENT

                                       TO

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 FPA CORPORATION
                                 ---------------

                Pursuant to the Provisions of Section 242 of the
                General Corporation Law of the State of Delaware

                          -----------------------------

         The undersigned, being respectively the Chairman of the Board and an
Assistant Secretary of FPA Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DO HEREBY CERTIFY:

         FIRST: That the Certificate of Incorporation of the Corporation was
filed in the office of the Secretary of State of the State of Delaware on
September 4, 1969.

         SECOND: A Certificate of Amendment to the Certificate of Incorporation
was filed in the office of the Secretary of State of the State of Delaware on
July 25, 1983.

         THIRD: That the Certificate of Incorporation of the Corporation, as
amended, is hereby further amended by the addition of the following ARTICLE
SEVENTH:

                  "SEVENTH. No director shall be personally liable to the
         corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director, provided that this provision shall not
         eliminate or limit the liability of a director (i) for any breach of
         the director's duty of loyalty to the corporation or its stockholders,
         (ii) for acts or omissions not in good faith or which involve
         intentional misconduct or a knowing violation of law, (iii) for paying
         a dividend or approval a stock repurchase which was illegal under
         Section 174 (or any successor section) of the Delaware General
         Corporation law, or (iv) for any transaction from which the director
         derived an improper personal benefit. This paragraph Seventh shall not
         eliminate or limit the liability of a director for any act or omission
         occurring prior to the date when this paragraph Seventh becomes
         effective. If the Delaware General Corporation Law hereafter is amended
         to eliminate or limit further the liability of a director, then a
         director of the corporation, in addition to the circumstances in which
         a director is not personally liable for monetary damages as set forth
         in this paragraph Seventh, shall not be liable to the fullest extent
         permitted by the amended Delaware General Corporation Law."




         FOURTH: That the foregoing amendment to the Corporation's Certificate
of Incorporation was set forth at a meeting of the Board of Directors, pursuant
to notice duly given, held on September 15, 1986.

         FIFTH: That the foregoing amendment to the Corporation's Certificate of
Incorporation was adopted by the vote of a majority of all the stockholders of
the outstanding shares entitled to vote thereon, at an annual meeting of
stockholders, pursuant to notice duly given, held on December 12, 1986.

         SIXTH: That said amendment does not effect any change in the issued
shares of the Corporation.

         SEVENTH: That the aforesaid amendment has been duly adopted in
accordance with the applicable provisions of Section 242 and 222 of the General
Corporation Law of the State of Delaware.

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         IN WITNESS WHEREOF, we, the undersigned, being the Chairman of the
Board and an Assistant Secretary of FPA Corporation, have hereunto set our hands
this 12th day of December, 1986 and acknowledge that the instrument is out act
and deed and that the facts stated herein are true.


                                          /s/ Jeffrey P. Orleans
                                          -----------------------------
                                          Jeffrey P. Orleans
                                          Chairman of the Board

Attest:


/s/ Robert W. Brandt
- ------------------------------------
Assistant Secretary

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