Exhibit 3.3



                        SUN INTERNATIONAL HOTELS LIMITED
                         -------------------------------


                                                    REGISTRATION NO.:  46,600 B


                                   CERTIFICATE
                   AS TO AMENDMENT OF ARTICLES OF ASSOCIATION


     I, Giselle Pyfrom, the Assistant Secretary of SUN INTERNATIONAL HOTELS
LIMITED hereby certify:

     That by Resolutions of the Members passed at the Annual General Meeting
held on the 24th day of September, 2001, the Company resolved to amend Article
16 and Article 52 of its Articles of Association in the following manner and
THAT the following is the resolution herein above referred which is in full
effect and on file in the records of the Company:

     RESOLVED THAT each of Article 16 and Article 52 of the Company's Articles
of Association be amended to read in its entirety as follows:

     16.  The Board shall have the power to amend the Company's Articles of
          Association by a vote of a majority of the directors present at a
          meeting or by a written consent signed by a majority of directors then
          in office.

     52.  (1) The Directors of the Company elected in office at the Company's
          annual general meeting to be held on September 24, 2001, or at any
          adjournment thereof, shall hold office until the date of the annual
          general meeting to be held in 2004. At the annual general meeting to
          be held in 2004, and at each subsequent annual general meeting,
          directors shall be








          elected by resolution of the holders of Ordinary Shares in accordance
          with these Articles (including the provisions as to nomination
          contained in Article 49). Subject to early resignation or removal as
          provided in these Articles or the International Business Companies
          Act, any director so appointed shall hold office until the date of the
          next annual general meeting of the Company, or if later, the date his
          successor is duly elected and qualified.

          (2) If any Director resigns or is removed prior to the expiration of
          his term on the applicable annual general meeting date, his successor
          shall be appointed by a majority of the Directors remaining at such
          time.


Given under the Common Seal    )
                               )
of the Company on this day     )
                               )
of    May,   2002              )



  /s/ Giselle M. Pyfrom
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    ASSISTANT SECRETARY