
                                                                  Exhibit 99.3


           The undersigned, Juanita I. Kerrigan, the duly elected or appointed
Secretary of Avatar Holdings Inc. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, hereby certifies in her capacity as such that:

1.    At a meeting of the Incentive Plan Committee of the Board of Directors of
      the Corporation, a resolution was duly adopted setting forth a proposed
      amendment to the Amended and Restated 1997 Incentive and Capital
      Accumulation Plan of said corporation. The resolution setting forth the
      proposed amendment is as follows:

            RESOLVED, that Section 5 of the amended and restated 1997 Incentive
            and Capital Accumulation Plan (the "1997 Incentive Plan") is hereby
            amended as set forth on Exhibit A attached hereto (the "Amendment"),
            subject to the approval of such Amendment by the Corporation's
            stockholders on or before December 31, 2001.

2.    At a meeting of the stockholders of the Corporation held on May 31, 2001,
      the Corporation's stockholders approved such Amendment.

           IN WITNESS WHEREOF, Avatar Holdings Inc. has caused this certificate
to be signed by Juanita I. Kerrigan, its Vice President and Secretary, this 15th
day of June, 2001.

                                       AVATAR HOLDINGS INC.

                                       By: /s/ Juanita I. Kerrigan
                                           -----------------------------------
                                           Name: Juanita I. Kerrigan
                                           Title: Vice President and Secretary


<PAGE>
                                                                    EXHIBIT A


         5. Common Stock Available Under the Plan. The aggregate number of
shares of Common Stock that may be subject to Benefits, including Stock Options,
granted under this Plan shall be 900,000 shares of Common Stock, which may be
authorized and unissued or treasury shares, subject to any adjustments made in
accordance with Section 12 hereof. The maximum number of shares of Common Stock
with respect to which Benefits may be granted or measured to any individual
participant under the Plan during the term of the Plan shall not exceed 500,000,
provided, however, that the maximum number of shares of Common Stock with
respect to which Stock Options and Stock Appreciation Rights may be granted to
an individual participant under the Plan during the term of the Plan shall not
exceed 500,000 (in each case, subject to adjustments made in accordance with
Section 12 hereof). Any shares of Common Stock subject to a Stock Option or
Stock Appreciation Right which for any reason is cancelled or terminated without
having been exercised, any shares subject to Stock Awards, Performance Awards or
Stock Units which are forfeited, any shares subject to Performance Awards
settled in cash or any shares delivered to the Company as part or full payment
for the exercise of a Stock Option or Stock Appreciation Right shall again be
available for Benefits under the Plan. The preceding sentence shall apply only
for purposes of determining the aggregate number of shares of Common Stock
subject to Benefits but shall not apply for purposes of determining the maximum
number of shares of Common Stock with respect to which Benefits (including the
maximum number of shares of Common Stock subject to Stock Options and Stock
Appreciation Rights) that may be granted to any individual participant under the
Plan.

