EXHIBIT 3.1.1

                                    SDL, INC.
                              CERTIFICATE OF DESIGNATION
                                     OF THE
                             SERIES B PREFERRED STOCK
                       _____________________________________

         Pursuant to Section 151 of the General Corporation Law of the
                                  State of Delaware
                       _____________________________________

     The undersigned officers of SDL, Inc., a corporation organized and 
existing under the General Corporation Law of the State of Delaware (the 
"Corporation"), in accordance with the provisions of Section 103 
thereof, DO HEREBY CERTIFY:  

     That, pursuant to the authority conferred upon the Board of 
Directors of the Corporation by its Restated Certificate of Incorporation 
(the "Certificate"), the said Board of Directors, at a duly called 
meeting held on November 5, 1997, at which a quorum was present and acted 
throughout, adopted the following resolution, which resolution remains in 
full force and effect on the date hereof creating a series of 300,000 
shares of Preferred Stock having a par value of $.001 per share, 
designated as Series B Preferred Stock (the "Series B Preferred Stock") 
out of the class of 1,000,000 shares of preferred stock of the par value 
of $.001 per share (the "Preferred Stock"): 

     RESOLVED, that pursuant to the authority vested in the Board of 
Directors in accordance with the provisions of its Certificate, the Board 
of Directors does hereby create, authorize and provide for 300,000 shares 
of its authorized Preferred Stock to be designated and issued as the 
Series B Preferred Stock, having the voting powers, designation, 
relative, participating, optional and other special rights, preferences 
and qualifications, limitations and restrictions that are set forth as 
follows: 

     1.  Dividends and Distributions.   (A) Subject to the prior and 
superior rights of the holders of any shares of any other series of 
Preferred Stock or any other shares of stock of the Corporation ranking 
prior and superior to the shares of Series B Preferred Stock with respect 
to dividends, each holder of one one-hundredth (1/100) of a share (a 
"Unit") of Series B Preferred Stock shall be entitled to receive, when, 
as and if declared by the Board of Directors out of funds legally 
available for that purpose, (i) quarterly dividends payable in cash on 
the last day of February, May, August and November in each year (each 
such date being a "Quarterly Dividend Payment Date"), commencing on the 
first Quarterly Dividend Payment Date after the first issuance of such 
Unit of Series B Preferred Stock, in an amount per Unit (rounded to the 
nearest cent) equal to the greater of (a) $.01 or (b) subject to the 
provision for adjustment hereinafter set forth, the aggregate per share 
amount of all cash dividends declared on shares of the Common Stock since 
the immediately preceding Quarterly Dividend Payment Date, or, with 
respect to the first Quarterly Dividend Payment Date, since the first 
issuance of a Unit of Series B Preferred Stock, and (ii) subject to the 
provision for adjustment hereinafter set forth, quarterly distributions 
(payable in kind) on each Quarterly Dividend Payment Date in an amount 
per Unit equal to the aggregate per share amount of all non-cash 
dividends or other distributions (other than a dividend payable in shares 
of Common Stock or a subdivision of the outstanding shares of Common 
Stock, by reclassification or otherwise) declared on shares of Common 
Stock since the immediately preceding Quarterly Dividend Payment Date, or 
with respect to the first Quarterly Dividend Payment Date, since the 
first issuance of a Unit of Series B Preferred Stock.  In the event that 
the Corporation shall at any time after November 6, 1997 (the "Rights 
Declaration Date") (i) declare any dividend on outstanding shares of 
Common Stock payable in shares of Common Stock, (ii) subdivide 
outstanding shares of Common Stock or (iii) combine outstanding shares of 
Common Stock into a smaller number of shares, then in each such case the 
amount to which the holder of a Unit of Series B Preferred Stock was 
entitled immediately prior to such event under clause (b) of the 
preceding sentence shall be adjusted by multiplying such amount by a 
fraction the numerator of which shall be the number of shares of Common 
Stock that are outstanding immediately after such event and the 
denominator of which shall be the number of shares of Common Stock that 
were outstanding immediately prior to such event. 

     (B) The Corporation shall declare a dividend or distribution on 
Units of Series B Preferred Stock as provided in paragraph (A) above 
immediately after it declares a dividend or distribution on the shares of 
Common Stock (other than a dividend payable in shares of Common Stock); 
provided, however, that, in the event no dividend or distribution shall 
have been declared on the Common Stock during the period between any 
Quarterly Dividend Payment Date and the next subsequent Quarterly 
Dividend Payment Date, a dividend of $.01 per Unit on the Series B 
Preferred Stock shall nevertheless be payable on such subsequent 
Quarterly Dividend Payment Date. 

     (C) Dividends shall begin to accrue and shall be cumulative on each 
outstanding Unit of Series B Preferred Stock from the Quarterly Dividend 
Payment Date next preceding the date of issuance of such Unit of Series B 
Preferred Stock, unless the date of issuance of such Unit is prior to the 
record date for the first Quarterly Dividend Payment Date, in which case, 
dividends on such Unit shall begin to accrue from the date of issuance of 
such Unit, or unless the date of issuance is a Quarterly Dividend Payment 
Date or is a date after the record date for the determination of holders 
of Units of Series B Preferred Stock entitled to receive a quarterly 
dividend and before such Quarterly Dividend Payment Date, in either of 
which events such dividends shall begin to accrue and be cumulative from 
such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall 
not bear interest. Dividends paid on Units of Series B Preferred Stock in 
an amount less than the aggregate amount of all such dividends at the 
time accrued and payable on such Units shall be allocated pro rata on a 
unit-by-unit basis among all Units of Series B Preferred Stock at the 
time outstanding. The Board of Directors may fix a record date for the 
determination of holders of Units of Series B Preferred Stock entitled to 
receive payment of a dividend or distribution declared thereon, which 
record date shall be no more than 30 days prior to the date fixed for the 
payment thereof.  

     2.  Voting Rights. The holders of Units of Series B Preferred Stock 
shall have the following voting rights:

     (A) Subject to the provision for adjustment hereinafter set forth, 
each Unit of Series B Preferred Stock shall entitle the holder thereof to 
one vote on all matters submitted to a vote of the stockholders of the 
Corporation.  In the event the Corporation shall at any time after the 
Rights Declaration Date (i) declare any dividend on outstanding shares of 
Common Stock payable in shares of Common Stock, (ii) subdivide 
outstanding shares of Common Stock or (iii) combine the outstanding 
shares of Common Stock into a smaller number of shares, then in each such 
case the number of votes per Unit to which holders of Units of Series B 
Preferred Stock were entitled immediately prior to such event shall be 
adjusted by multiplying such number by a fraction the numerator of which 
shall be the number of shares of Common Stock outstanding immediately 
after such event and the denominator of which shall be the number of 
shares of Common Stock that were outstanding immediately prior to such 
event; and 

     (B) Except as otherwise provided herein, in the Certificate or the 
Bylaws of the Corporation or as required by law, the holders of Units of 
Series B Preferred Stock and the holders of shares of Common Stock shall 
vote together as one class on all matters submitted to a vote of 
stockholders of the Corporation, and such holders shall have no special 
voting rights and their consents shall not be required for taking any 
corporate action. 

     3.  Certain Restrictions.  (A)  Whenever quarterly dividends or 
other dividends or distributions payable on Units of Series B Preferred 
Stock as provided herein are in arrears, thereafter and until all accrued 
and unpaid dividends and distributions, whether or not declared, on 
outstanding Units of Series B Preferred Stock shall have been paid in 
full, the Corporation shall not (i) declare or pay dividends on, make any 
other distributions on, or redeem or purchase or otherwise acquire for 
consideration any shares of junior stock; (ii) declare or pay dividends 
on or make any other distributions on any shares of parity stock, except 
dividends paid ratably on Units of Series B Preferred Stock and shares of 
all such parity stock on which dividends are payable or in arrears in 
proportion to the total amounts to which the holders of such Units and 
all such shares are then entitled; (iii) redeem or purchase or otherwise 
acquire for consideration shares of any parity stock, provided, however, 
that the Corporation may at any time redeem, purchase or otherwise 
acquire shares of any such parity stock in exchange for shares of any 
junior stock; (iv) purchase or otherwise acquire for consideration any 
Units of Series B Preferred Stock, except in accordance with a purchase 
offer made in writing or by publication (as determined by the Board of 
Directors) to all holders of such Units.  

     (B) The Corporation shall not permit any subsidiary of the 
Corporation to purchase or otherwise acquire for consideration any shares 
of stock of the Corporation unless the Corporation could, under paragraph 
(A) of this Section 3, purchase or otherwise acquire such shares at such 
time and in such manner. 

     4.  Reacquired Shares. Any Units of Series B Preferred Stock 
purchased or otherwise acquired by the Corporation in any manner 
whatsoever shall be retired and cancelled promptly after the acquisition 
thereof. All such Units shall, upon their cancellation, become authorized 
but unissued shares (or fractions of shares) of Preferred Stock and may 
be reissued as part of a new series of Preferred Stock to be created by 
resolution or resolutions of the Board of Directors, subject to the 
conditions and restrictions on issuance set forth herein.  

     5.  Liquidation, Dissolution or Winding Up. (A) Upon any voluntary 
or involuntary liquidation, dissolution or winding up of the Corporation, 
no distribution shall be made (i) to the holders of shares of junior 
stock unless the holders of Units of Series B Preferred Stock shall have 
received, subject to adjustment as hereinafter provided in paragraph (B), 
the greater of either (a) $.01 per Unit plus an amount equal to accrued 
and unpaid dividends and distributions thereon, whether or not earned or 
declared, to the date of such payment, or (b) the amount equal to the 
aggregate per share amount to be distributed to holders of shares of 
Common Stock, or (ii) to the holders of shares of parity stock, unless 
simultaneously therewith distributions are made ratably on Units of 
Series B Preferred Stock and all other shares of such parity stock in 
proportion to the total amounts to which the holders of Units of Series B 
Preferred Stock are entitled under clause (i)(a) of this sentence and to 
which the holders of shares of such parity stock are entitled, in each 
case upon such liquidation, dissolution or winding up. 

     (B) In the event the Corporation shall at any time after the Rights 
Declaration Date (i) declare any dividend on outstanding shares of Common 
Stock payable in shares of Common Stock, (ii) subdivide outstanding 
shares of Common Stock, or (iii) combine outstanding shares of Common 
Stock into a smaller number of shares, then in each such case the 
aggregate amount to which holders of Units of Series B Preferred Stock 
were entitled immediately prior to such event pursuant to clause (i)(b) 
of paragraph (A) of this Section 5 shall be adjusted by multiplying such 
amount by a fraction the numerator of which shall be the number of shares 
of Common Stock that are outstanding immediately after such event and the 
denominator of which shall be the number of shares of Common Stock that 
were outstanding immediately prior to such event. 

     6.  Consolidation, Merger, etc. In case the Corporation shall enter 
into any consolidation, merger, combination or other transaction in which 
the shares of Common Stock are exchanged for or converted into other 
stock or securities, cash and/or any other property, then in any such 
case Units of Series B Preferred Stock shall at the same time be 
similarly exchanged for or converted into an amount per Unit (subject to 
the provision for adjustment hereinafter set forth) equal to the 
aggregate amount of stock, securities, cash and/or any other property 
(payable in kind), as the case may be, into which or for which each share 
of Common Stock is converted or exchanged.  In the event the Corporation 
shall at any time after the Rights Declaration Date (i) declare any 
dividend on outstanding shares of Common Stock payable in shares of 
Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) 
combine outstanding Common Stock into a smaller number of shares, then in 
each such case the amount set forth in the immediately preceding sentence 
with respect to the exchange or conversion of Units of Series B Preferred 
Stock shall be adjusted by multiplying such amount by a fraction the 
numerator of which shall be the number of shares of Common Stock that are 
outstanding immediately after such event and the denominator of which 
shall be the number of shares of Common Stock that were outstanding 
immediately prior to such event. 

     7.  Redemption. The Units of Series B Preferred Stock and shares of 
Series B Preferred Stock shall not be redeemable. 

     8.  Ranking. The Units of Series B Preferred Stock and shares of 
Series B Preferred Stock shall rank junior to all other series of the 
Preferred Stock and to any other class of Preferred Stock that hereafter 
may be issued by the Corporation as to the payment of dividends and the 
distribution of assets, unless the terms of any such series or class 
shall provide otherwise. 

     9.  Fractional Shares. The Series B Preferred Stock may be issued 
in Units or other fractions of a share, which Units or fractions shall 
entitle the holder, in proportion to such holder's units or fractional 
shares, to exercise voting rights, receive dividends, participate in 
distributions and to have the benefit of all other rights of holders of 
Series B Preferred Stock.

     10.  Certain Definitions. As used in this resolution with respect 
to the Series B Preferred Stock, the following terms shall have the 
following meanings:

     (A) The term "Common Stock" shall mean the class of stock 
designated as the common stock, par value $.001 per share, of the 
Corporation at the date hereof or any other class of stock resulting from 
successive changes or reclassification of the common stock.  

     (B) The term "junior stock" (i) as used in Section 3 shall mean 
the Common Stock and any other class or series of capital stock of the 
Corporation hereafter authorized or issued over which the Series B 
Preferred Stock has preference or priority as to the payment of dividends 
and (ii) as used in Section 5, shall mean the Common Stock and any other 
class or series of capital stock of the Corporation over which the Series 
B Preferred Stock has preference or priority in the distribution of 
assets on any liquidation, dissolution or winding up of the Corporation. 

     (C) The term "parity stock" (i) as used in Section 3 shall mean 
any class or series of stock of the Corporation hereafter authorized or 
issued ranking pari passu with the Series B Preferred Stock as to 
dividends and (ii) as used in Section 5, shall mean any class or series 
of capital stock ranking pari passu with the Series B Preferred Stock in 
the distribution of assets on any  liquidation, dissolution or winding 
up. 

     IN WITNESS WHEREOF, SDL, Inc. has caused this Certificate to be 
signed by its Chairman and Chief Executive Officer and its Secretary this 
14 day of November, 1997. 
                                   SDL, INC.


                                   By:  /s/   Donald R. Scifres
                                   Name:   Donald R. Scifres
                                   Title:  Chariman and Chief Executive Officer



                                   By:  /s/  John P. Melton
                                   Name:   John P. Melton
                                   Title:  Secretary