EXHIBIT 3.2
 AMENDED AND RESTATED BY-LAWS
ZAP.COM CORPORATION, A NEVADA CORPORATION
 ARTICLE I
STOCKHOLDERS MEETING
 Section 1.1 Place of Meetings Principal Office
 Section 1.2 Annual Meetings
 Section 1.3 Special Meetings Zapata Voting Stock Majority Whole Board
 Section 1.4 Notice of Meetings .
   Section 1.5 Consent by Stockbrokers
 Section 1.6 Quorum
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Section 1.7 Voting Rights
 Certificate of Designations
  Section 1.8 Proxies
 Section 1.9 Manner of Conducting Meetings
 Section 1.10 Business Brought Before Meetings
   Presiding Person
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Section 1.11 Notice of Nominations th th
 Section 1.12 Applicability to Zapata
 ARTICLE II
DIRECTORS  MANAGEMENT
 Section 2.1 Powers
 Section 2.2 Number and Qualification
 Section 2.3 Classes of Directors and Term of Office
 Classification Date
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Section 2.4 Election of Directors
    Section 2.5 Removal of Directors
 Section 2.6 Resignations
 Section 2.7 Place of Meetings
 Section 2.8 Meetings after Annual Stockholders Meeting
 Section 2.9 Other Regular Meetings
   Section 2.10 Special Meetings
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Section 2.11 Waiver of Notice
 Section 2.12 Notice of Adjournment
 Section 2.13 Quorum
 Section 2.14 Action by Unanimous Written Consent
 Section 2.15 Compensation
 Section 2.16 Transactions Involving Interests of Directors
 ARTICLE III
OFFICERS
 Section 3.1 Executive Officers
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Section 3.2 Appointed Officers; Titles
   Section 3.3 Removal and Resignation
   Section 3.4 Vacancies
 Section 3.5 Chairman of the Board and Vice Chairman of the Board
 Section 3.6 Chief Executive Officer
 Section 3.7 President
 Section 3.8 Vice President
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Section 3.9 Secretary and Assistant Secretaries
    Section 3.10 Treasurer and Assistant Treasurers
   Section 3.11 Other Officers.
 Section 3.12 Additional Powers, Seniority and Substitution of Officers
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Section 3.13 Compensation
 Section 3.14 Transaction Involving Interest of Officer
 ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
 Section 4.1 Standing
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Section 4.2 Other Committees
 Section 4.3 Procedures
 ARTICLE V
CORPORATE RECORDS AND REPORTS  INSPECTION
 Section 5.1 Records
 Section 5.2 Articles, By-Laws and Stock Ledger
 Section 5.3 Inspection
 Section 5.4 Checks, Drafts, Etc.
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ARTICLE VI
OTHER AUTHORIZATIONS
 Section 6.1 Execution of Contracts
 Section 6.2 Representation of the Other Corporations
 Section 6.3 Dividends
 ARTICLE VII
CERTIFICATES FOR TRANSFER OF STOCK
 Section 7.1 Certificates for Stock
     Section 7.2 Transfer on the Books
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Section 7.3 Lost or Destroyed Certificates
 Section 7.4 Transfer Agents and Registrars
 Section 7.5 Fixing Record Date for Dividends, Etc
 Section 7.6 Record Ownership
 ARTICLE VIII
AMENDMENTS TO BY-LAWS
 Section 8.1 Supermajority Required For Certain Amendments
 Section 8.2 By Stockholders
 Section 8.3 By Directors
 Section 8.4 Record of Amendments
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ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
 Section 9.1 Indemnification For Expenses in Proceedings
 Section 9.2 Right to Bring Suit for Unpaid Claims
 Section 9.3 Advancement of Expenses
 Section 9.4 Indemnification Insurance
 Section 9.5 Indemnification Expenses of Witnesses
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Section 9.6 Indemnification Agreements
 Section 9.7 Severability
 ARTICLE X
INTERPRETATION
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