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                                                                     EXHIBIT 3.3

                         CERTIFICATE OF SECOND AMENDMENT

                                     TO THE

                      RESTATED CERTIFICATE OF INCORPORATION

         STORAGE TECHNOLOGY CORPORATION, a Delaware corporation, whose
registered office in the State of Delaware is located at 1209 Orange Street in
the City of Wilmington, County of New Castle, certifies pursuant to Section 242
of the Delaware General Corporation Law that:

         FIRST: By action taken at a meeting on December 18, 1991, the Board of
         Directors of Storage Technology Corporation adopted the following
         resolutions:

         RESOLVED: That on, and subject to, approval of the stockholders of the
         Corporation the common stock of this Corporation be changed from
         50,000,000 shares of common stock of the par value of $.10 each to
         150,000,000 shares of common stock of the par value of $.10 each, and
         that the Certificate of Incorporation be amended and altered
         accordingly so that the first paragraph of Article V thereof shall read
         as follows:

                  "The total number of shares of capital stock which the Company
                  shall have authority to issue is One Hundred Ninety Million
                  (190,000,000) shares, divided into One Hundred Fifty Million
                  (150,000,000) shares of Common Stock with a par value of ten
                  cents ($.10) per share (hereinafter called "Common Stock");
                  and Forty Million ( 40,000,000) shares of Preferred Stock,
                  with a par value of one cent ($.01) per share."

         FURTHER RESOLVED, That the proper officers of the Company be and hereby
         are authorized to execute an amendment to or an amendment of the
         Articles of Incorporation to so increase the authorized shares of
         Common Stock and to take such other actions as they may deem proper and
         appropriate in order to effectuate it; and

         FURTHER RESOLVED, That the Corporation, at the next annual meeting of
         shareholders, shall present such amended Articles of Incorporation to
         the stockholders for approval as and to the extent such approval is
         necessary or desirable; and

         FURTHER RESOLVED: That the officers of this Corporation are hereby
         authorized and directed to execute and file all documents and to do all
         things necessary to effect the foregoing amendment.

         SECOND: At the Annual Meeting of Stockholders of said corporation which
         was duly called and held on May 27, 1992, upon notice in accordance
         with Section 222 of the Delaware General Corporation Law, at which
         meeting the necessary number of shares as required by


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statute was represented, the stockholders of Storage Technology Corporation
adopted the following resolutions:

         RESOLVED: That the Restated Certificate of Incorporation of Storage
         Technology Corporation be and hereby is amended by deleting the first
         paragraph of Article V and inserting in lieu thereof the following:

                  "The total number of shares of capital stock which the Company
                  shall have authority to issue is One Hundred Ninety Million
                  (190,000,000) shares, divided into One Hundred Fifty Million
                  (150,000,000) shares of Common Stock with a par value of ten
                  cents ($.10) per share (hereinafter called "Common Stock");
                  and Forty Million (40,000,0000) shares of Preferred Stock,
                  with a par value of one cent ($.01) per share."

         FURTHER RESOLVED: That the proper officers of the Company be and hereby
         are authorized to execute an amendment to the Certificate of
         Incorporation to so increase the authorized shares of Common Stock and
         to take such other actions as they deem proper and appropriate in order
         to effectuate it; and

         FURTHER RESOLVED: That the officers of this Corporation are hereby
         authorized and directed to execute and file all documents and to do all
         things necessary to effect the foregoing amendment.

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

Dated this 28th day of May, 1992.


                                          STORAGE TECHNOLOGY CORPORATION

                                          By:
                                             -----------------------------------
                                             Lowell Thomas Gooch
                                             Executive Vice President Operations

Attest:


------------------------------------
Kathleen A. Reilly
Assistant Secretary

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