EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             SYNAPTICS INCORPORATED

      Synaptics Incorporated, a corporation organized and existing under and by
virtue of the General Corporation Law of the state of Delaware (the
"Corporation"), does hereby certify:

      FIRST: That the Board of Directors of the Corporation adopted a resolution
proposing and declaring advisable a proposed amendment to the Certificate of
Incorporation of the Corporation, amending Article SIXTH to read in its entirety
as set forth on Exhibit A hereto.

      SECOND: That the aforesaid amendment was approved by a majority of
stockholders of the Corporation at a meeting of the stockholders held on October
22, 2002.

      THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation law of the
state of Delaware.

      IN WITNESS WHEREOF, Synaptics Incorporated has caused this Certificate of
Amendment to be signed by Russell J. Knittel, its Senior Vice President, Chief
Financial Officer, Chief Administrative Officer, and Secretary, as of the 22nd
day of October, 2002.

                                             Synaptics Incorporated

                                             By:   /s/Russell J. Knittel
                                             Name: Russell J. Knittel
                                             Its:  Senior Vice President, Chief
                                                   Financial Officer, Chief
                                                   Administrative Officer, and
                                                   Secretary



                                    EXHIBIT A

            SIXTH: The size of the Board of Directors may be increased or
decreased in the manner provided in the Bylaws of the Corporation.

            All corporate powers of the Corporation shall be exercised by or
under the direction of the Board of Directors except as otherwise provided
herein or by law.

            The Board of Directors (other than those directors elected by the
holders of any series of Preferred Stock provided for or fixed pursuant to the
provisions of Article FOURTH hereof ("Preferred Stock Directors") shall be
divided into three classes, as nearly equal in number as possible, designated
Class I, Class II, and Class III. Class I directors shall initially serve until
the 2003 meeting of stockholders; Class II directors shall initially serve until
the 2004 meeting of stockholders; and Class III directors shall initially serve
until the 2005 meeting of stockholders. Commencing with the annual meeting of
stockholders in 2003, directors of each class, the term of which shall then
expire, shall be elected to hold office for a three-year term and until the
election and qualification of their respective successors in office. In case of
any increase or decrease, from time to time, in the number of directors (other
than Preferred Stock Directors), the number of directors in each class shall be
apportioned as nearly equal as possible.

            Any director chosen to fill a vacancy or newly created directorship
shall hold office until the next election of the class for which such director
shall have been chosen and until his or her successor shall be elected and
qualified or until their earlier death, resignation, disqualification, or
removal.

            Any director may be removed from office with or without cause only
by: (1) the affirmative vote of not less than sixty-six and two-thirds percent
(66-2/3%) of the combined voting power of the then outstanding shares of all
classes and series of stock of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock"), voting together as a single class
(it being understood that for the purposes of this Article SIXTH, each share of
Voting Stock shall have the number of votes granted to it in accordance with
Article FOURTH of this Certificate of Incorporation) or (2) the affirmative vote
of not less than sixty-six and two-thirds percent (66-2/3%) of the then serving
directors of the Corporation.

            Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, and in addition to any other vote required by
law, the affirmative vote of not less than sixty-six and two-thirds percent
(66-2/3%) of the combined voting power of the Voting Stock, voting together as a
single class, shall be required to alter, amend, repeal, or adopt any provision
inconsistent with this Article SIXTH.