Exhibit 3.3

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               HAGLER BAILLY, INC.

     Hagler  Bailly,  Inc.  (the  "Corporation"),  a  corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware, does hereby certify:

     FIRST:  That a  meeting  of the  Board  of  Directors  of the  Corporation,
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of the Corporation,  declaring such amendment to be
advisable and calling for such resolutions to be considered at a special meeting
of the  shareholders  of the  Corporation.  The  resolution  setting  forth  the
proposed amendment is as follows:

          RESOLVED  FURTHER,  that the Board of Directors of the Company  hereby
     approves and adopt the following amendment (the "Certificate Amendment") to
     the  relevant  part of  Article 4 of the  Company's  Amended  and  Restated
     Certificate of Incorporation;

     "4. Capital Stock. The total number of shares of all classes of the capital
     stock which the Corporation shall have authority to issue is:

     50,000,000 shares, par value one cent ($0.01) per share of Common Stock"

     SECOND: That thereafter,  pursuant to resolution of its Board of Directors,
the special meeting of shareholders of the Corporation was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of  Delaware,  at which the  necessary  number of  shares as  required  by
statute was voted in favor of the amendment.

     THIRD:  That  the  amendment  was  duly  adopted  in  accordance  with  the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.




     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment  to be signed by  Henri-Claude  A.  Bailly,  its  President  and Chief
Executive Officer,  and attested by Stephen V.R. Whitman, its Vice President and
General Counsel, this 11th day of September 1998.

                                 HAGLER BAILLY

                                 By: /s/ Henri-Claude Bailly
                                         Henri-Claude A. Bailly
                                         President and Chief
                                         Executive Officer


                                 ATTEST:  /s/ Stephen V.R. Whitman
                                              Stephen V.R. Whitman
                                              Vice President and
                                              General Counsel