EXHIBIT 3.3


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             DHB CAPITAL GROUP INC.


         DHB Capital Group 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:

         1.  That by unanimous  written  consent,  the Board of Directors of the
Corporation duly adopted  resolutions  setting forth a proposed amendment to the
Certificate  of  Incorporation  declaring  said  amendment to be  advisable  and
directing  that the amendment be  considered  at the next Annual  Meeting of the
Stockholders  of the  Corporation.  The  resolution  setting  forth the proposed
amendment is as follows:

                  RESOLVED,  that the Certificate of Incorporation be amended to
                  change the name of the Company from DHB Capital  Group Inc. to
                  DHB  Industries,  Inc.  and  that for  that  purpose  to amend
                  Article First thereof to read in its entirety as follows:

                       FIRST:The name of the corporation is DHB Industries, Inc.

         2.  That  thereafter,   the  Annual  Meeting  of  Stockholders  of  the
Corporation was duly called and held on July 20, 2001, upon notice in accordance
with Section 222 of the General  Corporation  Law of the State of  Delaware,  at
which meeting the necessary  number of shares  required by statute were voted in
favor of the amendment.

         3.  That  said  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,  said DHB  Capital  Group Inc.  has  caused  this
Certificate  to be signed by David H. Brooks,  its Chairman and Chief  Executive
Officer, and attested by Dawn M. Schlegel, its Secretary, this 20th day of July,
2001.

                                                DHB Capital Group Inc.


                                                /s/ DAVID H. BROOKS
                                                _____________________________
                                                David H. Brooks, Chairman and
                                                Chief Executive Officer

         ATTEST:



         By   /s/ DAWN H. SCHLEGEL
              ___________________________
              Dawn H. Schlegel, Secretary