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                                                                   Exhibit 3.1.1



                            CERTIFICATE OF AMENDMENT
                                       OF
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                             NOVELLUS SYSTEMS, INC.
                           (A CALIFORNIA CORPORATION)





The undersigned Richard S. Hill and Robert H. Smith certify that:


1.      They are the Chief Executive Officer and Secretary, respectively, of
        NOVELLUS SYSTEMS, INC., a California corporation (the "Corporation").


2.      The first paragraph of Article III of the Restated Articles of
        Incorporation of the Corporation is amended to read as follows: 
        
        "This corporation is authorized to issue two classes of shares of stock
        to be designated respectively "Preferred" and "Common". The total number
        of Preferred shares authorized is 10,000,000 and the total number of
        Common shares authorized is 80,000,000. Upon the amendment of this
        Article III as herein set forth, each outstanding share of Common Stock
        of this corporation is split up and converted into two (2) shares of
        Common Stock."


3.      The foregoing amendment of the Restated Articles of Incorporation was
        duly approved by the Board of Directors on September 19, 1997.

4.      The foregoing amendment of Restated Articles of Incorporation is to
        effect a two-for-one stock split and a proportionate increase is
        authorized in the authorized number of shares of Common Stock. The
        Corporation has only one class of shares outstanding, Common Stock.
        Pursuant to Section 902 (C) of the California Corporations Code
        shareholder approval is not required for this action.

5.      The foregoing amendment of the Restated Articles of Incorporation of
        Novellus Systems, Inc. shall become effective at the close of business
        on September 29, 1997. 

        IN WITNESS WHEREOF, the undersigned have executed this certificate on 
        September 26, 1997.




                           /s/Richard S. Hill               
                           -----------------------------------------------------
                           Richard S. Hill
                           Chairman of the Board and
                           Chief Executive Officer



                           /s/Robert H. Smith               
                           -----------------------------------------------------
                           Robert H. Smith
                           Executive Vice President, Finance and Administration,
                           Chief Financial Officer and Secretary





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        Each of the undersigned further declare under penalty of perjury under
        the laws of the State of California that the matters set forth in this
        certificate are true and correct of our own knowledge.



        Executed on this 26th day of September, 1997, at San Jose, California.




                           /s/Richard S. Hill               
                           -----------------------------------------------------
                           Richard S. Hill
                           Chairman of the Board and
                           Chief Executive Officer



                           /s/Robert H. Smith               
                           -----------------------------------------------------
                           Robert H. Smith
                           Executive Vice President, Finance and Administration,
                           Chief Financial Officer and Secretary