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                                                                    EXHIBIT 3.01

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                                  EXCITE, INC.

        The undersigned certify that:

        1. They are the President and the Secretary, respectively, of Excite,
Inc., a California corporation.

        2. Article V of the Articles of Incorporation of this corporation is
amended to read in its entirety as follows:

                                   "ARTICLE V

               "This corporation is authorized to issue two classes of shares,
        designated 'Common Stock' and 'Preferred Stock,' respectively, both of
        which shall have no par value. The number of shares of Common Stock
        authorized to be issued is fifty million (50,000,000) shares. The number
        of shares of Preferred Stock authorized to be issued is four million
        (4,000,000) shares."

        3. The foregoing amendment of Articles of Incorporation has been duly
approved by the board of directors.

        4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902,
California Corporations Code. The total number of outstanding shares of the
corporation is 12,326,436 shares of Common Stock and 1,950,000 shares of Series
E Preferred Stock. The number of shares voting in favor of the amendment equaled
or exceeded the vote required. The percentage vote required was more than 50% of
the outstanding Common Stock and more than 50% of the outstanding Series E
Preferred Stock.

        We 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.

Date: June 19, 1997

                                           /s/ George Bell
                                           -------------------------------------
                                           George Bell, President


                                           /s/ Chris Vail
                                           -------------------------------------
                                           Chris Vail, Secretary



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                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                                  EXCITE, INC.

Joseph R. Kraus and Richard B. Redding certify that:

      1. They are the Vice President and Secretary, respectively, of Excite,
Inc., a California corporation.

      2. The Articles of Incorporation of the corporation are amended and
restated to read as follows:

                                    ARTICLE I

             The name of the corporation is Excite, Inc.

                                   ARTICLE II

             The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                   ARTICLE III

             The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law. Unless applicable law otherwise provides, any amendment, repeal or
modification of this Article III shall not adversely affect any right or
protection of a director under this Article III that existed at or prior to the
time of such amendment, repeal or modification.

                                   ARTICLE IV

             The corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) through bylaw
provisions, by agreements with agents, vote of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the applicable
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code. Unless applicable law otherwise provides, any amendment,
repeal or modification of any provision of this Article IV shall not adversely
affect any contract or other right to indemnification of an agent of the
corporation that existed at or prior to the time of such amendment, repeal or
modification.

                                    ARTICLE V

             This corporation is authorized to issue two classes of shares,
designated "Common Stock" and "Preferred Stock," respectively, both of which
shall have no par value. The number of shares of Common Stock authorized to be
issued is twenty-five million (25,000,000) shares. The number of shares of
Preferred Stock authorized to be issued is four million (4,000,000) shares.



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                                   ARTICLE VI

             The Board of Directors of this corporation may designate, fix the
number of shares of and determine or alter the rights, preferences, privileges
and restrictions granted to or imposed upon, any wholly unissued series of
Preferred Stock. As to any series of Preferred Stock the number of shares of
which is authorized to be fixed by the Board of Directors, the Board may, within
any limits and restrictions stated in the resolutions of the Board originally
fixing the number of shares constituting such series, increase or decrease (but
not below the number of shares of such series then outstanding) the number of
shares of any such series subsequent to the issue of shares of that series.
Except as provided by law, any new series of Preferred Stock may be designated,
fixed and determined as provided herein by the Board without further approval of
the holders of Common Stock or Preferred Stock, or any series thereof.

                                   ARTICLE VII

      This corporation shall not have cumulative voting. This provision shall
become effective only when this corporation becomes a listed corporation within
the meaning of Section 301.5 of the California Corporations Code.

      3. The foregoing amendment and restatement of Articles of Incorporation
has been duly approved by the Board of Directors of the corporation.

      4. The foregoing amendment and restatement of Articles of Incorporation
has been duly approved by the required vote of the shareholders of the
corporation in accordance with Sections 902 and 903 of the California
Corporations Code. The corporation has two classes of stock. The number of
outstanding shares on the date of approval of the amendment and restatement was
2,092,162 shares of Common Stock; 1,125,000 shares of Series A Preferred Stock;
610,000 shares of Series B Preferred Stock; 154,639 shares of Series C Preferred
Stock and 772,558 shares of Series D Preferred Stock. The percentage vote
required was more than 50% of each class and of the outstanding shares. The
number of shares voting in favor of the amendment equaled or exceeded the vote
required for each class of shares and for the outstanding shares. Subsequent to
the shareholder vote, all outstanding shares of Preferred Stock of all series
were converted into Common Stock and no shares of Preferred Stock remain
outstanding.

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 KNOWLEDGE.



Dated:  March 15, 1996                      /s/ Joseph R. Kraus
                                            ------------------------------------
                                            Joseph R. Kraus, Vice President


                                            /s/ Richard B. Redding
                                            ------------------------------------
                                            Richard B. Redding, Secretary