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                                                                   EXHIBIT 3.1.1

                            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