Exhibit 1.3


                          INTELLIGENT POLYMERS LIMITED
                                 Clarendon House
                                 2 Church Street
                                    Hamilton
                                     Bermuda


                                DIRECTORS' NOTICE

     The Directors of Intelligent Polymers Limited ("IPL") hereby notify all
holders of IPL Common Shares, $0.01 par value (the "Common Shares"), of the
Majority Special Shareholder's intention to repurchase the Common Shares in
accordance with the Bye-laws of IPL. Terms not otherwise defined herein shall
have the meanings given to them in the Bye-laws.

     The Majority Special Shareholder shall pay US$39.06 per Common Share in
cash.

     The Common Shares shall be transferred into the name of IPL Acquireco 2000
Ltd. or a nominee or transferee to be designated by it in writing to IPL on or
before the repurchase date.

     The repurchase date is to be effective September 29, 2000, with the last
date for delivery of the appropriate instruments of transfer and certificates
representing the Common Shares by the holders of the Common Shares to be October
16, 2000.

     To receive the consideration for the Common Shares, each Common Shareholder
must deliver the Common Share certificate held by such Common Shareholder to
ChaseMellon Shareholder Services LLC (as payment agent for IPL Acquireco 2000
Ltd.) on or before October 16, 2000, in accordance with the attached
instructions.

                  Dated the 25th day of September, 2000.


                                    INTELLIGENT POLYMERS LIMITED

                                      By its Board of Directors