EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT

                                     of the

                      RESTATED CERTIFICATE OF INCORPORATION

                                       of

                            ORCHID BIOSCIENCES, INC.

It is hereby certified that:

FIRST:      The name of the corporation is Orchid BioSciences, Inc. (the
            "Corporation").

SECOND:     The Restated Certificate of Incorporation of the Corporation is
            hereby amended by striking out the first paragraph of Article Fourth
            in its entirety and by substituting in lieu of the following:

            "FOURTH:

            A. Designation and Number of Shares.

            The total number of shares of all classes of capital stock which the
            Corporation shall have authority to issue is 155,000,000 shares,
            consisting of 150,000,000 shares of Common Stock, $.001 par value
            per share (the "Common Stock") and 5,000,000 shares of Preferred
            Stock, $.001 par value per share (the "Preferred Stock")."

THIRD:      The amendment of the Certificate of Incorporation herein certified
            has been duly adopted in accordance with the provisions of Section
            228 and Section 242 of the General Corporation Law of the State of
            Delaware.

            EXECUTED, effective as of this 14th day of June, 2002.

                                                 ORCHID BIOSCIENCES, INC.

                                                 By: /s/ Donald R. Marvin
                                                     ---------------------------
                                                 NAME: DONALD R. MARVIN
                                                 TITLE: SENIOR VP, CFO & COO