<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>5
<FILENAME>a2071661zex-3_3.txt
<DESCRIPTION>EXHIBIT 3.3
<TEXT>
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                                                                     Exhibit 3.3


                              ARTICLES OF AMENDMENT

                                     TO THE

               ARTICLES OF INCORPORATION, AS AMENDED AND RESTATED,

                                       OF

                       WEIGHT WATCHERS INTERNATIONAL, INC.

                    TO CREATE A NEW SERIES OF PREFERRED STOCK

                                  DESIGNATED AS

                  SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

       PURSUANT TO SECTION 13.1-639 OF THE VIRGINIA STOCK CORPORATION ACT
       ------------------------------------------------------------------

                                       I.

         The name of the corporation is Weight Watchers International, Inc. (the
"Corporation").

                                      II.

         Pursuant to Section 13.1-639 of the Virginia Stock Corporation Act and
the authority conferred upon the Board of Directors by the Articles of
Incorporation of the Corporation, as amended and restated (the "Articles of
Incorporation"), the Articles of Incorporation are hereby amended to create a
new series of shares of Preferred Stock, no par value, designated as "Series B
Junior Participating Preferred Stock," by adding the following additional Part E
after the last paragraph of Article III:

E. SERIES B JUNIOR PARTICIPATING PREFERRED STOCK. There is hereby established a
series of the Corporation's authorized Preferred Stock, to be designated and to
have the relative rights, preferences and limitations, insofar as not already
fixed by any other provision of the Articles of Incorporation, as follows:

         1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series B Junior Participating Preferred Stock" and the number of
shares constituting such series shall be 10,000,000.

         2. DIVIDENDS AND DISTRIBUTIONS.

            (a) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series B Junior Participating Preferred Stock with respect to dividends, the
holders of shares of Series B Junior Participating Preferred Stock shall be
entitled to receive, in preference to the holders of Common Stock and any other
stock of the Company ranking junior to the Series B Junior Participating
Preferred Stock, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on the
fifteenth day of January, April, July and October in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series B Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01
or (b) subject to the provision for adjustment hereinafter set forth, 100 times
the aggregate per share amount of all cash

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dividends plus 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series B Junior Participating Preferred Stock. In the
event the Corporation shall at any time after November 19, 2001 (the "Rights
Declaration Date"), (i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each such
case the amount to which holders of shares of Series B Junior Participating
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

            (b) The Corporation shall declare a dividend or distribution on the
Series B Junior Participating Preferred Stock immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $0.01 per share on the Series B Junior Participating
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

            (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series B Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
B Junior Participating Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of shares of
Series B Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events, such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series B Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series B Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

         3. VOTING RIGHTS. The holders of shares of Series B Junior
Participating Preferred Stock shall have the following voting rights:



                                       2
<Page>

            (a) Subject to the provision for adjustment hereinafter set forth,
each share of Series B Junior Participating Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of the
shareholders of the Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (x) declare any dividend on Common Stock
payable in shares of Common Stock, (y) subdivide the outstanding Common Stock or
(z) combine the outstanding Common Stock into a smaller number of shares, then
in each such case the number of votes per share to which holders of shares of
Series B Junior Participating Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            (b) Except as otherwise provided herein or by law, the holders of
shares of Series B Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters submitted
to a vote of shareholders of the Corporation.

                (i) If at any time dividends on any Series B Junior
      Participating Preferred Stock shall be in arrears in an amount equal to
      six quarterly dividends thereon, the occurrence of such contingency shall
      mark the beginning of a period (herein called a "Default Period") that
      shall extend until such time when all accrued and unpaid dividends for all
      previous quarterly dividend periods and for the current quarterly dividend
      period on all shares of Series B Junior Participating Preferred Stock then
      outstanding shall have been declared and paid or set apart for payment.
      During each Default Period, all holders of Preferred Stock (including
      holders of the Series B Junior Participating Preferred Stock) with
      dividends in arrears in an amount equal to six quarterly dividends
      thereon, voting as a class, irrespective of series, shall have the right
      to elect two directors.

                (ii) During any Default Period, such voting right of the holders
      of Series B Junior Participating Preferred Stock may be exercised
      initially at a special meeting called pursuant to Section 3(b)(iii) of
      this Part E or at any annual meeting of shareholders, and thereafter at
      annual meetings of shareholders, provided that neither such voting right
      nor the right of the holders of any other series of Preferred Stock, if
      any, to increase, in certain cases, the authorized number of directors
      shall be exercised unless the holders of ten percent in number of shares
      of Preferred Stock outstanding shall be present in person or by proxy. The
      absence of a quorum of the holders of Common Stock shall not affect the
      exercise by the holders of Preferred Stock of such voting right. At any
      meeting at which the holders of Preferred Stock shall exercise such voting
      right initially during an existing Default Period, they shall have the
      right, voting as a class, to elect directors to fill such vacancies, if
      any, in the Board of Directors as may then exist up to two directors or,
      if such right is exercised at an annual meeting, to elect two directors.
      If the number that may be so elected at any special meeting does not
      amount to the required number, the holders of the Preferred Stock shall
      have the right to make such increase in the number of directors as shall
      be necessary to permit the election by them of the required number. After
      the holders of the Preferred Stock shall have exercised their right to
      elect directors in any Default


                                       3
<Page>

      Period and during the continuance of such period, the number of directors
      shall not be increased or decreased except by vote of the holders of
      Preferred Stock as herein provided or pursuant to the rights of any equity
      securities ranking senior to or PARI PASSU with the Series B Junior
      Participating Preferred Stock.

                (iii) Unless the holders of Preferred Stock shall, during an
      existing Default Period, have previously exercised their right to elect
      directors, the Board of Directors may order, or any shareholder or
      shareholders owning in the aggregate not less than ten percent of the
      total number of shares of Preferred Stock outstanding, irrespective of
      series, may request, the calling of a special meeting of the holders of
      Preferred Stock, which meeting shall thereupon be called by the President,
      a Vice President or the Secretary of the Corporation. Notice of such
      meeting and of any annual meeting at which holders of Preferred Stock are
      entitled to vote pursuant to this Section 3(b)(iii) shall be given to each
      holder of record of Preferred Stock by mailing a copy of such notice to
      him at his last address as the same appears on the books of the
      Corporation. Such meeting shall be called for a time not earlier than 20
      days and not later than 60 days after such order or request or in default
      of the calling of such meeting within 60 days after such order or request.
      Such meeting may be called on similar notice by any shareholder or
      shareholders owning in the aggregate not less than ten percent of the
      total number of shares of Preferred Stock outstanding. Notwithstanding the
      provisions of this Section 3(b)(iii), no such special meeting shall be
      called during the period within 60 days immediately preceding the date
      fixed for the next annual meeting of the shareholders.

                (iv) In any Default Period, the holders of Common Stock, and
      other classes of stock of the Corporation if applicable, shall continue to
      be entitled to elect the whole number of directors until the holders of
      Preferred Stock shall have exercised their right to elect two directors
      voting as a class, after the exercise of which right (X) the directors so
      elected by the holders of Preferred Stock shall continue in office until
      their successors shall have been elected by such holders or until the
      expiration of the Default Period, and (Y) any vacancy in the Board of
      Directors may (except as provided in Section 3(b)(iii) of this Part E
      above) be filled by vote of a majority of the remaining directors
      theretofore elected by the holders of the class of stock that elected the
      director whose office shall have become vacant. References in Section 3 of
      this Part E to directors elected by the holders of a particular class of
      stock shall include directors elected by such directors to fill vacancies
      as provided in clause (Y) of the foregoing sentence.

                (v) Immediately upon the expiration of a Default Period, (X) the
      right of the holders of Preferred Stock as a class to elect directors
      shall cease, (Y) the term of any directors elected by the holders of
      Preferred Stock as a class shall terminate and (Z) the number of directors
      shall be such number as may be provided for in the Articles of
      Incorporation or the Bylaws, as amended and restated, irrespective of any
      increase made pursuant to the provisions of Section 3(b)(i) of this Part E
      (such number being subject, however, to change thereafter in any manner
      provided by law or in the Articles of Incorporation or the Bylaws, as



                                        4
<Page>

      amended and restated). Any vacancies in the Board of Directors effected by
      the provisions of clauses (Y) and (Z) in the preceding sentence may be
      filled by a majority of the remaining directors.

            (c) Except as set forth herein or as otherwise provided by law,
holders of Series B Junior Participating Preferred Stock shall have no special
voting rights, and their consent shall not be required (except to the extent
they are entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.

         4. CERTAIN RESTRICTIONS.

            (a) Whenever quarterly dividends or other dividends or distributions
payable on the Series B Junior Participating Preferred Stock as provided in
Section 2 of this Part E above are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on shares of
Series B Junior Participating Preferred Stock outstanding shall have been paid
in full, the Corporation shall not:

                (i) declare or pay dividends on, make any other distributions
         on, or redeem or purchase or otherwise acquire for consideration any
         shares of stock ranking junior (either as to dividends or upon
         liquidation, dissolution or winding up) to the Series B Junior
         Participating Preferred Stock;

                (ii) declare or pay dividends on or make any other distributions
         on any shares of stock ranking on a parity (either as to dividends or
         upon liquidation, dissolution or winding up) with the Series B Junior
         Participating Preferred Stock, except dividends paid ratably on the
         Series B Junior Participating Preferred Stock and all such parity stock
         on which dividends are payable or in arrears in proportion to the total
         amounts to which the holders of all such shares are then entitled;

                (iii) redeem or purchase or otherwise acquire for consideration
         shares of any stock ranking on a parity (either as to dividends or upon
         liquidation, dissolution or winding up) with the Series B Junior
         Participating Preferred Stock, provided that the Corporation may at any
         time redeem, purchase or otherwise acquire shares of any such parity
         stock in exchange for shares of any stock of the Corporation ranking
         junior (either as to dividends or upon dissolution, liquidation or
         winding up) to the Series B Junior Participating Preferred Stock or
         rights, warrants or options to acquire such junior stock; or

                (iv) purchase or otherwise acquire for consideration any shares
         of Series B Junior Participating Preferred Stock, or any shares of
         stock ranking on a parity with the Series B Participating Preferred
         Stock, except in accordance with a purchase offer made in writing or by
         publication (as determined by the Board of Directors) to all holders of
         such shares upon such terms as the Board of Directors, after
         consideration of the respective annual dividend rates and other
         relative rights and preferences of the respective series and classes,
         shall determine in good faith will result in fair and equitable
         treatment among the respective series or classes.



                                        5
<Page>

            (b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under Section 4(a) of
this Part E, purchase or otherwise acquire such shares at such time and in such
manner.

         5. REACQUIRED SHARES. Any shares of Series B Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued by the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein and in applicable law.

         6. LIQUIDATION, DISSOLUTION OR WINDING UP.

            (a) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series B Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Series B Junior Participating
Preferred Stock shall have received $1.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment (the "Series B Liquidation Preference"). Following
the payment of the full amount of the Series B Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series B
Junior Participating Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series B
Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in
Section 6(c) of this Part E below to reflect such events as stock splits, stock
dividends and recapitalizations with respect to the Common Stock) (such number
in clause (ii), the "Adjustment Number"). Following the payment of the full
amount of the Series B Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series B Junior Participating Preferred
Stock and Common Stock, respectively, holders of Series B Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed in the
ratio of the Adjustment Number to one with respect to such Preferred Stock and
Common Stock, on a per share basis, respectively.

            (b) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series B Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any, that
rank on a parity with the Series B Junior Participating Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of the Series
B Junior Participating Preferred Stock and such parity shares in proportion to
their respective liquidation preferences. In the event, however, that there are
not sufficient assets available to permit payment in full of the Common
Adjustment, then such remaining assets shall be distributed ratably to the
holders of Common Stock.

            (c) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
outstanding Common Stock into a


                                        6
<Page>

smaller number of shares, then in each such case the Adjustment Number in effect
immediately prior to such event shall be adjusted by multiplying such Adjustment
Number by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter into
any consolidation, merger, statutory share exchange or other transaction in
which the shares of Common Stock are converted into, exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case the shares of Series B Junior Participating Preferred Stock shall at the
same time be similarly converted into, exchanged for or changed in an amount per
share (subject to the provision for adjustment hereinafter set forth) equal to
100 times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged. In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount set forth in the preceding
sentence with respect to the conversion, exchange or change of shares of Series
B Junior Participating Preferred Stock shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         8. NO REDEMPTION. The shares of Series B Junior Participating Preferred
Stock shall not be redeemable.

         9. RANKING. The Series B Junior Participating Preferred Stock shall
rank junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such other series shall provide otherwise.

         10. AMENDMENT. At any time when any shares of Series B Junior
Participating Preferred Stock are outstanding, the Articles of Incorporation, as
amended and restated, and as amended hereby, shall not be amended in any manner
that would materially alter or change the powers, preferences or special rights
of the Series B Junior Participating Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of at least two-thirds of
the then outstanding shares of Series B Junior Participating Preferred Stock,
voting separately as a class.

         11. FRACTIONAL SHARES. Series B Junior Participating Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series B Junior Participating Preferred Stock.



                                        7
<Page>





                                      III.

         The foregoing amendment was duly adopted by the Corporation's Board of
Directors on November 14, 2001. No shareholder action was required.

                            [Signature page follows.]
















                                       8
<Page>



                                      WEIGHT WATCHERS INTERNATIONAL, INC.

Dated:  January __, 2002              By:
                                         ---------------------------------------
                                         Robert W. Hollweg
                                         Vice President, General Counsel and
                                         Secretary










                                       9

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