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                                                                     EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT

                                       OF

                           ARTICLES OF INCORPORATION




                 MICHAEL P. GRELLA and STUART M. WARREN certify that:

                 1.       They are the President and Secretary respectively of
INTERNATIONAL AIRCRAFT INVESTORS.

                 2.       Article IV of the Articles of Incorporation of this
corporation is amended to read as follows:

                          This corporation is authorized to issue two classes
         of shares designated, respectively, "Common Stock" and "Preferred
         Shares," and referred to herein either as Common Stock or Common
         Shares and Preferred Stock or Preferred Shares, respectively.  The
         number of shares of Common Stock is 20,000,000, $0.01 par value; and
         the number of shares of Preferred Stock is 15,000,000, $0.01 par
         value.

                          The Preferred Shares may be issued from time to time
         in one or more series.  The Board of Directors is authorized to fix
         the number of shares of any series of Preferred Shares and to
         determine or alter the rights, preferences, privileges and
         restrictions granted to or imposed upon any wholly unissued series of
         Preferred Shares, and within the limits and restrictions stated in any
         resolution or resolutions of the Board of Directors originally fixing
         the number of shares constituting any series, to increase or decrease
         (but not below the number of shares of such series then outstanding)
         the number of shares of any such series subsequent to the issue of
         shares of that series.
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                 3.       The foregoing Amendment of Articles of Incorporation
has been duly approved by the Board of Directors.

                 4.       The foregoing Amendment of Articles of Incorporation
has been duly approved by the required vote of shareholders in accordance with
Section 902 of the Corporations Code.  The total number of outstanding shares
of the corporation is 4,856,000.  The number of shares voting in favor of the
Amendment equaled or exceeded the vote required.  The percentage vote required
was more than 50%.

                 We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this Certificate are true
and correct of our own knowledge.

Dated:  April 1, 1992



                                                 /s/  MICHAEL P. GRELLA        
                                                 -----------------------------
                                                 MICHAEL P. GRELLA, President



                                                 /s/  STUART M. WARREN         
                                                 -----------------------------
                                                 STUART M. WARREN, Secretary





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