EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               ENDWAVE CORPORATION

         ENDWAVE CORPORATION, a corporation organized and existing under the
General Corporation Law of the State of Delaware, does hereby certify as
follows:

         FIRST: The name of the corporation is ENDWAVE CORPORATION.

         SECOND: The original name of this corporation is Endgate Merger
Corporation, and the date of filing the original Certificate of Incorporation of
this corporation with the Secretary of State of the State of Delaware is April
7, 1995.

         THIRD: The following amendment to the Certificate of Incorporation was
duly adopted in accordance with the provisions of Sections 141(f) and 242 of the
General Corporation Law of the State of Delaware (the "General Corporation Law")
by resolutions duly adopted by the Board of Directors of this Corporation and
was approved by the stockholders as provided in Section 228 of the General
Corporation Law.

         FOURTH: Section A of Article IV of the Amended and Restated Certificate
of Incorporation is hereby deleted in its entirety and replaced, effective as of
5:01 p.m. E.D.S.T. on June 28, 2002, with the following:

                                      "IV.

         A.       This corporation is authorized to issue two classes of stock
to be designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the corporation is authorized to issue is One Hundred and
Five Million (105,000,000) shares. One Hundred Million (100,000,000) shares
shall be Common Stock, each having a par value of one-tenth of one cent ($.001).
Five Million (5,000,000) shares shall be Preferred Stock, each having a par
value of one-tenth of one cent ($.001). Upon the effectiveness of this
Certificate of Amendment, every four (4) shares of Common Stock outstanding
shall be combined into one (1) shares of Common Stock; provided, however, that
the Corporation shall issue no fractional shares of Common Stock, but shall
instead pay to any stockholder who would be entitled to receive a fractional
share as a result of the actions set forth herein a sum in cash equal to the
fair market value of such fractional share."



         IN WITNESS WHEREOF, ENDWAVE CORPORATION has caused this Certificate of
Amendment of Amended and Restated Certificate of Incorporation to be signed by
its President this 26th day of June, 2002.

                                             ENDWAVE CORPORATION

                                             By:   /s/ Edward A. Keible, Jr.
                                                 -------------------------------
                                                   Edward A. Keible, Jr.
                                                   President