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                                 EXHIBIT 3.1.1

                           CERTIFICATE OF ELIMINATION

                                       OF

                              SABRATEK CORPORATION

         Sabratek Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

         FIRST:  That at a meeting duly called and held at which a quorum was
present on August 30, 1996, pursuant to Section 141(i) of the General
Corporation Law of the State of Delaware, the Board of Directors adopted
resolutions setting forth the proposed elimination of the Series A Convertible
Preferred Stock (the "Preferred Stock") as set forth herein:

                                        WHEREAS, all of the shares of the
         Corporation's Preferred Stock were converted into shares of Common
         Stock upon the consummation of the Corporation's recently completed
         initial public offering of the Common Stock; and

                                        WHEREAS, no shares of the Preferred
         Stock are outstanding and none will be issued pursuant to the
         designations thereof set forth in the Certificate of Incorporation.

                                        NOW, THEREFORE, BE IT RESOLVED, that
         the proper officers of the Corporation are hereby authorized,
         empowered and directed to execute and file a Certificate of
         Elimination, which shall have the effect, when filed with the
         Secretary of State in the State of Delaware, of eliminating from the
         Certificate of Incorporated all references to the Preferred Stock; and

                                        FURTHER RESOLVED, that the shares of
         Preferred Stock shall not be retired but shall be returned to the
         status of authorized but undesignated and unissued shares of Preferred
         Stock.

         SECOND:  None of the authorized shares of the Preferred Stock are
outstanding and none will be issued.

         THIRD:  In accordance with the provisions of Section 151(g) of the
General Corporation Law of the State of Delaware, the Certificate of
Incorporation is hereby amended to eliminate therefrom all reference to, and
matters with respect to, the Preferred Stock, including but not limited to, the
Certificate of Designation, Preference and Rights of Series A Convertible
Preferred Stock of Sabratek Corporation filed with the State of Delaware on
September 21, 1994, which Certificate of Designation is hereby rescinded in its
entirety.

         IN WITNESS WHEREOF, said SABRATEK CORPORATION, has caused this
certificate to be signed and attested by its duly authorized officers, this
30th day of September, 1996.


                              SABRATEK CORPORATION


                              By: /s/ K. Shan Padda
                                  -------------------------------
                              Name:  K. Shan Padda
                              Title:  Chief Executive Officer


ATTEST:


/s/ Scott Skooglund
----------------------------
Name:  Scott Skooglund
Title:  Assistant Secretary





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