1
                                                                   EXHIBIT 3.1.1

                 INTERNATIONAL BUSINESS COMPANIES ACT, CAP 291
                                 SECTION 16(2)

                             NOTICE OF AMENDMENT OF
                     MEMORANDUM AND ARTICLES OF ASSOCIATION



TO:     REGISTRAR OF COMPANIES

RE:     SALIX PHARMACEUTICALS, LTD.
        IBC NO 103705

- --------------------------------------------------------------------------------

We, HWR SERVICES LIMITED of Craigmuir Chambers, Road town, Tortola, British 
Virgin Islands, Registered Agent of the above Company, hereby certify that the 
document annexed hereto is a true extract of the minutes of a meeting of 
directors held on 6th November, 1998 amending the Memorandum of Association.


Dated this 11th day of November, 1998



/s/ illegible
- -------------------------------------
HWR SERVICES LIMITED
Registered Agent
   2
                          SALIX PHARMACEUTICALS, LTD.
                                (The "Company")
                      (An International Business Company)

TRUE EXTRACT OF THE MINUTES OF A MEETING OF THE DIRECTORS OF THE COMPANY HELD ON
6TH NOVEMBER, 1998


          RESOLVED: That Clause 7 of the Company's Memorandum of Association be
deleted in its entirety and replaced with the following:

        "CLASSES, NUMBER AND PAR VALUE OF SHARES

        7. The Company is authorized to issue two classes of shares, designated
        "Preferred Stock" and "Common Stock", respectively. The total number of
        shares which the Company shall have authority to issue is Forty-Five
        Million (45,000,000), none of which has any par value. The number of
        shares of Preferred Stock authorized to be issued is Five Million
        (5,000,000), and the number of shares of Common Stock authorized to be
        issued is Forty Million (40,000,000). The Preferred Stock may be issued
        from time to time in series. The first series shall be designated Series
        A Preferred Stock (the "Series A Preferred") and shall consist of One
        Hundred Fifteen Thousand (115,000) shares with the rights, preferences,
        privileges and restrictions set forth in Clause 8. The second series
        shall be designated Series B Preferred Stock (the "Series B Preferred")
        and shall consist of One Hundred Twenty-Six Thousand Four Hundred
        Forty-Five (126,445) shares with the rights, preferences, privileges and
        restrictions set forth in Clause 8. The third series shall be designated
        Series C Preferred Stock (the "Series C Preferred") and shall consist of
        Five Hundred Thousand (500,000) shares with the rights, preferences,
        privileges and restrictions set forth in Clause 8. Any remaining shares
        of Preferred Stock may be issued from time to time in one or more
        series. The Board of Directors of the Company is authorized to determine
        or alter the rights, preferences, privileges and restrictions granted to
        or imposed upon any wholly unissued series of Preferred Stock, and
        within the limitations and restrictions stated in any resolution or
        resolutions of the Board originally fixing the number of shares
        constituting any series, to increase or decrease (but not below the
        number of shares of any such series then outstanding) the number of
        shares of any such series subsequent to the issue of shares of that
        series, to determine the designation of any series and to fix the number
        of shares of any series."

Dated this 11th day of November, 1998


/s/ Authorized signatory
- --------------------------------
HWR SERVICES LIMITED
Registered Agent

                                       2