EXHIBIT 4.1.1

                            CERTIFICATE OF AMENDMENT

                                       OF

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       DAISYTEK INTERNATIONAL CORPORATION

                            (A DELAWARE CORPORATION)

It is hereby certified that:

1. The name of the corporation (hereinafter called the "Corporation") is
Daisytek International Corporation.

2. The Amended and Restated Certificate of Incorporation of the Corporation is
hereby amended by striking out Article FOURTH of Section 4 thereof and by
substituting in lieu of said Article the following new Article FOURTH:

"The total number of shares which the Corporation shall have authority to issue
is Twenty-one Million (21,000,000) shares, consisting of One Million (1,000,000)
shares of Preferred Stock, of a par value of One Dollar ($1.00) per share
(hereinafter called "Preferred Stock"), and Twenty Million (20,000,000) shares
of Common Stock, of the par value of One Cent ($.01) per share (hereinafter
called "Common Stock")."

3. The amendment of the Amended and Restated Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.

SIGNED ON AUGUST 2, 1996.

                                        DAISYTEK INTERNATIONAL CORPORATION

                                        By: MARK C. LAYTON, PRESIDENT

                                        ATTEST:

                                        By: HARVEY ACHATZ, SECRETARY