EXHIBIT 3.1.1

                          CERTIFICATE OF AMENDMENT OF

                         CERTIFICATE OF INCORPORATION

                                      OF

                             PHARSIGHT CORPORATION

     Lyn Chambers hereby certifies that:

     ONE:    The original name of this corporation (the "Corporation") was
Pharsight Merger Corporation and the date of filing the original Certificate
of Incorporation of the Corporation with the Secretary of State of the State
of Delaware is March 22, 2000.

     TWO:    She is the duly elected and acting Secretary of the Corporation.

     THREE:  Section D.4.r. of Article IV of the Corporation's Certificate of
Incorporation is amended to read in its entirety as follows:

           "(r)    PAYMENT UPON CONVERSION.  Upon any of the following
     conversion events, each share of Series C Preferred shall be entitled to
     receive, in addition to the Common Stock receivable upon such
     conversion, an amount in cash equal to the Original Issue Price of the
     Series C Preferred:

            (i)    automatic conversion of the Series C Preferred pursuant to
     clause (b) of Section 4.l.(1);

            (ii)   automatic conversion of the Series C Preferred pursuant
     to clause (a)(iii) of Section 4.l.(1), provided such automatic
     conversion occurs at the closing of a firmly underwritten public
     offering pursuant to an effective registration statement under the
     Securities Act of 1933, as amended, covering the offer and sale of
     Common Stock for the account of the Corporation;

            (iii)  other than as provided in (ii) above, provided that at
     least six (6) months have elapsed since the closing of the first public
     offering of Common Stock for the account of the Corporation pursuant to
     an effective registration statement under the Securities Act of 1933, as
     amended, automatic conversion of the Series C Preferred pursuant to
     clause (a)(iii) of Section 4.l.(1); or

            (iv)   provided that at least six (6) months have elapsed since
     the closing of the first public offering of Common Stock for the account
     of the Corporation pursuant to an effective registration statement under
     the Securities

                                      1.


     Act of 1933, as amended, conversion of the Series C Preferred pursuant
     to Section 4.a."

     FOUR:    The amendment to the Corporation's Certificate of Incorporation
set forth above was duly adopted by the Board of Directors of the
Corporation, and approved by the Stockholders in accordance with the
provisions of Section 228 and 242 of the General Corporation Law of the State
of Delaware.

     IN WITNESS WHEREOF, PHARSIGHT CORPORATION has caused this Certificate of
Amendment of Certificate of Incorporation to be signed by its Secretary in
Mountain View, California this 27th day of July, 2000.


                                       PHARSIGHT CORPORATION


                                       By:   /s/ Lyn Chambers
                                           ---------------------
                                              LYN CHAMBERS
                                              Secretary







                                      2.