Exhibit 4.2

                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  GO2NET, INC.

         go2net, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY as follows:

                  The Corporation was originally  incorporated under the name of
         "GO2NET,  INC." and the date of filing of its original  Certificate  of
         Incorporation  with the Secretary of State of the State of Delaware was
         February 12, 1996.

                  The  Board  of  Directors  of the  Corporation,  at a  special
         meeting held on April 21, 1998, duly adopted  resolutions setting forth
         the Restated Certificate of Incorporation  herein contained,  declaring
         its  advisability  and  directing  that such  Restated  Certificate  of
         Incorporation be submitted to the holders of the issued and outstanding
         Common  Stock,  $.01 par value,  for  approval in  accordance  with the
         applicable   provisions   of  Sections  242  and  245  of  the  General
         Corporation Law of the State of Delaware and the Corporation's Restated
         Certificate of Incorporation. The Restated Certificate of Incorporation
         was duly adopted,  after having been declared advisable by the Board of
         Directors of the Corporation, by at least a majority of the outstanding
         shares of Common  Stock,  $.01 par value,  of the  Corporation,  all in
         accordance with the applicable  provisions of Sections 228, 242 and 245
         of the  General  Corporation  Law of the  State  of  Delaware  and  the
         Corporation's Certificate of Incorporation, as previously amended.

                  The  text  of  the   Certificate  of   Incorporation   of  the
         Corporation,  as restated  and  amended  (herein  called the  "Restated
         Certificate of Incorporation") shall read in its entirety as follows:

         FIRST:   The name of the Corporation shall be:
         -----

                                  go2net, Inc.

         SECOND:  The  registered  office  of the  Corporation  in the  State of
Delaware is located at 1209 Orange Street,  in the City of Wilmington,  State of
Delaware,  and its  registered  agent at such address is The  Corporation  Trust
Company.

         THIRD: The purpose or purposes of the Corporation shall be to engage in
any lawful act or activity for which  corporations  may be  organized  under the
General Corporation Law of the State of Delaware.

         FOURTH:  The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is:


                  51,000,000  shares,  consisting of 50,000,000 shares of common
                  stock with $.01 par value per share (herein called the "Common
                  Stock"); and 1,000,000 shares of Preferred Stock with $.01 par
                  value per share (herein called the "Preferred Stock").

         A description of the respective classes of stock and a statement of the
designations,  preferences, voting powers (or special, preferential or no voting
powers),  relative,   participating,   optional  or  other  special  rights  and
privileges and the qualifications, limitations and restrictions of the Preferred
Stock and Common Stock are as follows:

         A.       COMMON STOCK

         1.       General.  The voting, dividend and liquidation rights of the
holders of the Common Stock are subject to and qualified by the rights of
holders of the Preferred Stock.

         2.       Dividends.  Dividends may be declared and paid on the Common
Stock from funds lawfully available therefor as and when determined by the
Board of Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.

         3.  Dissolution,  Liquidation  or  Winding  Up.  In  the  event  of any
dissolution,  liquidation  or  winding  up of the  affairs  of the  Corporation,
whether  voluntary or involuntary,  each issued and outstanding  share of Common
Stock shall  entitle the holder  thereof to receive an equal  portion of the net
assets of the Corporation available for distribution to holders of Common Stock,
subject to any preferential rights of any then outstanding Preferred Stock.

         4. Voting Rights.  Except as otherwise required by law or this Restated
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect  of each  share  of  stock  held by him of  record  on the  books of the
Corporation for the election of directors and on all matters submitted to a vote
of stockholders of the Corporation. There shall be no cumulative voting.

         B.       PREFERRED STOCK

         The Preferred Stock may be issued in one or more series at such time or
times and for such  consideration or considerations as the Board of Directors of
the  Corporation  may  determine.  Each  series  shall  be so  designated  as to
distinguish  the shares thereof from the shares of all other series and classes.
Except as otherwise  provided in this  Restated  Certificate  of  Incorporation,
different  series of  Preferred  Stock  shall  not be  construed  to  constitute
different classes of shares for the purpose of voting by classes.

         The Board of  Directors  is  expressly  authorized  to provide  for the
issuance of all or any shares of the undesignated Preferred Stock in one or more
series,  each with such  designations,  preferences,  voting powers (or special,
preferential or no voting powers),  relative,  participating,  optional or other
special  rights  and  privileges   and  such   qualifications,   limitations  or
restrictions thereof as shall be stated in the resolution or resolutions adopted
by the Board of  Directors  to create such  series,  and a  certificate  of said
resolution  or  resolutions  shall  be  filed in  accordance  with  the  General
Corporation  Law of the  State  of  Delaware.  The  authority  of the  Board  of
Directors with respect to each such series shall include,  without limitation of
the foregoing,  the right to provide that the shares of each such series may be:
(i)  subject  to  redemption  at such time or times and at such price or prices;
(ii) entitled to receive  dividends (which may be cumulative or  non-cumulative)
at such rates, on such conditions,  and at such times, and payable in preference
to, or in such relation to, the dividends  payable on any other class or classes
or any other series;  (iii) entitled to such rights upon the  dissolution of, or
upon any distribution of the assets of, the Corporation;  (iv) convertible into,
or  exchangeable  for,  shares of any other class or classes of stock, or of any
other  series of the same or any other  class or classes of the  Corporation  at
such price or prices or at such rates of exchange and with such adjustments,  if
any; (v) entitled to the benefit of such limitations, if any, on the issuance of
additional  shares of such  series or  shares of any other  series of  Preferred
Stock;  or (vi)  entitled  to such other  preferences,  powers,  qualifications,
rights and  privileges,  all as the Board of Directors may deem advisable and as
are not inconsistent with law and the provisions of this Restated Certificate of
Incorporation.

         FIFTH:  Whenever a compromise or  arrangement  is proposed  between the
Corporation  and  its  creditors  or  any  class  of  them  and/or  between  the
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of the  Corporation  or of any  creditor  or  stockholder  thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the  application
of trustees in  dissolution  or of any receiver or receivers  appointed  for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order  a  meeting  of  the  creditors  or  class  of  creditors,  and/or  of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such  manner as the said court  directs.  If a majority in number
representing  three-fourths  in value of the  creditors  or class of  creditors,
and/or of the stockholders or class of stockholders of the  Corporation,  as the
case may be, agree to any compromise or arrangement and to any reorganization of
the  Corporation as a consequence of such  compromise or  arrangement,  the said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  the  Corporation,  as  the  case  may  be,  and  also  on the
Corporation.

         SIXTH:   The Corporation hereby affirmatively elects in this Restated
Certificate of Incorporation to be governed by Section 203 of the General
Corporation Law of Delaware.

         SEVENTH:  No director of the Corporation  shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided that, to the extent  provided by applicable  law, this provision  shall
not eliminate  the liability of a director (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General  Corporation Law of the
State of Delaware,  or (iv) for any transaction  from which the director derived
an improper personal benefit.  No amendment to or repeal of this provision shall
apply to or have  any  effect  on the  liability  or  alleged  liability  of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal.

         EIGHTH:  In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware:


         A.       The Board of Directors of the Corporation is expressly
authorized to adopt, amend, or repeal the By-laws of the Corporation.

         B.       Elections of directors need not be by written ballot unless
the By-laws of the Corporation shall so provide.

         C. The books of the  Corporation  may be kept at such  place  within or
without the State of Delaware as the By-laws of the  Corporation  may provide or
as may be  designated  from  time to  time  by the  Board  of  Directors  of the
Corporation.

                                    * * * * *

         IN WITNESS  WHEREOF,  go2net,  Inc. has caused its corporate seal to be
hereunto affixed and this Restated  Certificate of Incorporation to be signed by
its President,  Russell C. Horowitz,  who hereby acknowledges under penalties of
perjury that the facts herein stated are true and that this Restated Certificate
of  Incorporation  is his act and deed,  and  attested by its  Secretary,  Ethan
Caldwell, as of the 23rd day of June, 1998.

                               go2net, Inc.
                               By:    /s/ Russell C. Horowitz
                                      Russell C. Horowitz
                                      President

ATTEST:

By:      /s/ Ethan Caldwell

         Ethan Caldwell
         Secretary


                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  GO2NET, INC.

         Go2Net,  Inc., a  corporation  duly  organized  and existing  under the
General  Corporation  Law of the State of Delaware (the  "Corporation"),  hereby
certifies:

         FIRST: That the Board of Directors of the Corporation, by the unanimous
written consent of its members,  filed with the minutes of the Board,  adopted a
resolution  proposing  and declaring  advisable  the following  amendment to the
Certificate of Incorporation of the Corporation:

         RESOLVED:           That the first  paragraph of Article  Fourth of the
                             Certificate of  Incorporation of the Corporation be
                             and it hereby is deleted in its  entirety and a new
                             first  paragraph  of Article  Fourth be inserted in
                             lieu thereof to read as follows:

         "FOURTH:            The  total  number  of  shares  of all  classes  of
                             capital  stock  which the  Corporation  shall  have
                             authority   to   issue   is   500,000,000   shares,
                             consisting  of  499,000,000  shares of common stock
                             with a par value of $.01 per share  (herein  called
                             the  "Common  Stock"),   and  1,000,000  shares  of
                             Preferred  Stock with a par value of $.01 per share
                             (herein called the "Preferred Stock").

         SECOND:  That in accordance with the provisions of Section 212 of the
General Corporation Law of the State of Delaware, the stockholders have
approved said amendment.


         THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 212 of the General Corporation Law
of the State of Delaware.

         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
executed on its behalf by Russell C. Horowitz, its Chief Executive Officer as of
this 17th day of June, 1999.

                           GO2NET, INC.


                           By: /s/ Russell C. Horowitz
                               Russell C. Horowitz, Chief Executive Officer