Railamerica Inc/DE – ‘10-K405’ for 12/31/00 – EX-3.3

On:  Monday, 4/2/01, at 3:34pm ET   ·   For:  12/31/00   ·   Accession #:  950144-1-4642   ·   File #:  0-20618

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Railamerica, Inc. Form 10-K405 Dated 12/31/00         78    368K 
 2: EX-3.3      Amendment Certificate of Incorporation                 1      7K 
 3: EX-10.77    Waiver & Amendment No.1 to Credit Agreement           70     60K 
 4: EX-10.78    Waiver & Amendment No.2 to Credit Agreement           61     52K 
 5: EX-10.79    Employment Agreement/ Gary O. Marino                   9     56K 
 6: EX-21.1     Subsidiaries of the Company                            2     11K 
 7: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      7K 
 8: EX-23.2     Consent of Arthur Andersen Langton Clarke              1      8K 

EX-3.3   —   Amendment Certificate of Incorporation

EX-3.3
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                                                                     EXHIBIT 3.3

CERTIFICATE OF AMENDMENT

TO

 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

 RAILAMERICA, INC.

        Pursuant to the provisions of Title 8 -- Section 242, Delaware General
Corporation Law, RailAmerica, Inc., a Delaware corporation, hereby amends its   
Amended and Restated Certificate of Incorporation as follows:                   

   Article IV -- Capital Stock, Section 1 is hereby amended to read:

         SECTION 1: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Sixty One Million (61,000,000)     
shares, consisting of Sixty Million (60,000,000) shares of Common Stock, par    
value $.001 per share (the "Common Stock"), and One Million (1,000,000) shares  
of Preferred Stock, par value $.001 per share (the "Preferred Stock").          

         This Amendment was approved by all the directors at a meeting duly held
on April 13, 2000 and a majority of the stockholders at a meeting duly held on  
June 22, 2000 in accordance with Title 8 -- Section 222 and Section 242 Delaware
General Corporation Law.                                                        

Dated as of June 22, 2000                                                       

          /s/ DONALD D. REDFEARN
                                 ---------------------------------------------
      Donald D. Redfearn
                          Executive Vice President and Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405’ Filing		Date		Other Filings
Filed on:		4/2/01
For Period End:		12/31/00
		6/22/00		3,  DEF 14A,  PRE 14A
		4/13/00		8-K
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