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                                                                    EXHIBIT 3.1

                        SECOND CERTIFICATE OF AMENDMENT
                                       TO
                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION
                                       OF
                          MINDSPRING ENTERPRISES, INC.



MindSpring Enterprises, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

1.      The Corporation was originally incorporated on December 21, 1995, and
its original Certificate of Incorporation was filed with the Secretary of State
of the State of Delaware on the same date. The original Certificate of
Incorporation was duly amended by the Board of Directors of the Corporation and
holders of a majority of the outstanding shares of capital stock of the
Corporation, and an amended and restated Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on March 14, 1996. The
amended and restated Certificate of Incorporation was further duly amended by
the Board of Directors of the Corporation and holders of a majority of the
outstanding shares of capital stock of the Corporation, and a Certificate of
Amendment to Amended and Restated Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on June 24, 1998 (as so
amended, the "Certificate of Incorporation").

2.      The Board of Directors of the Corporation, at a meeting duly called and
held in accordance with the Bylaws of the Corporation and Section 141 of the
General Corporation Law of the State of Delaware (the "Delaware General
Corporation Law"), duly adopted resolutions proposing and declaring advisable
the adoption of an amendment to the Certificate of Incorporation as set forth
herein (the "Amendment").

3.      Holders of at least a majority of the outstanding shares of capital
stock of the Corporation, in accordance with the Bylaws of the Corporation and
Section 242 of the Delaware General Corporation Law, duly approved the
Amendment.

4.      Having been duly authorized pursuant to Section 242 of the Delaware
General Corporation Law, this Certificate of Amendment amends Article 4 of the
Certificate of Incorporation to read in its entirety as follows:

ARTICLE 4.   CAPITAL STOCK

4.1.    AUTHORIZED SHARES
The total number of shares of capital stock that the Corporation shall be
authorized to issue is 401,000,000 divided into two classes as follows: (i)
four hundred million (400,000,000) shares of common stock having a par value of
$.01 per share ("Common Stock"), and (ii) one million (1,000,000) shares of
serial preferred stock in series having a par value of $.01 per share (the
"Preferred Stock").

4.2.    COMMON STOCK

4.2.1.  RELATIVE RIGHTS
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The Common Stock shall be subject to all of the rights, privileges, preferences
and priorities of the Preferred Stock as set forth herein and in the
certificate of designations filed to establish the respective series of
Preferred Stock. Each share of Common Stock shall have the same relative rights
as and be identical in all respects to all the other shares of Common Stock.

4.2.2.  DIVIDENDS
Whenever there shall have been paid, or declared and set aside for payment, to
the holders of shares of any class of stock having preference over the Common
Stock as to the payment of dividends, the full amount of dividends and of
sinking fund or retirement payments, if any, to which such holders are
respectively entitled in preference to the Common Stock, then dividends may be
paid on the Common Stock and on any class or series of stock entitled to
participate therewith as to dividends, out of any assets legally available for
the payment of dividends thereon, but only when and as declared by the Board of
Directors of the Corporation.

4.2.3.  DISSOLUTION, LIQUIDATION, WINDING UP

In the event of any dissolution, liquidation, or winding up of the Corporation,
whether voluntary or involuntary, the holders of the Common Stock, and holders
of any class or series of stock entitled to participate therewith, in whole or
in part, as to the distribution of assets in such event, shall become entitled
to participate in the distribution of any assets of the Corporation remaining
after the Corporation shall have paid, or provided for payment of, all debts
and liabilities of the Corporation and after the Corporation shall have paid,
or set aside for payment, to the holders of any class of stock having
preference over the Common Stock in the event of dissolution, liquidation or
winding up the full preferential amounts (if any) to which they are entitled.

4.2.4.  VOTING RIGHTS

Each holder of shares of Common Stock shall be entitled to attend all special
and annual meetings of the stockholders of the Corporation and, share for share
and without regard to class, together with the holders of all other classes of
stock entitled to attend such meetings and to vote (except any class or series
of stock having special voting rights), to cast one vote for each outstanding
share of Common Stock so held upon any matter or thing (including, without
limitation, the election of one or more directors) properly considered and
acted upon by the stockholders.

4.3.    PREFERRED STOCK

The Board of Directors is authorized, subject to limitations prescribed by the
Delaware General Corporation Law and the provisions of this Amended and
Restated Certificate of Incorporation, as amended, to provide, by resolution or
resolutions from time to time and filing a certificate pursuant to the
applicable provision of the Delaware General Corporation Law, for the issuance
of the shares of Preferred Stock in series, to establish from time to time the
number of shares to be included in each such series, to fix the powers,
designation, preferences, relative, participating, optional or other special
rights of the shares of each such series and the qualifications, limitations
and restrictions thereof.
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IN WITNESS WHEREOF, MindSpring Enterprises, Inc. has caused this Second
Certificate of Amendment to Amended and Restated Certificate of Incorporation,
to be signed by its duly authorized officer, this 25th day of May, 1999.


MindSpring Enterprises, Inc.




By:/s/ Samuel R. DeSimone, Jr.
   ---------------------------
Name:  Samuel R. DeSimone, Jr.
Title: Executive Vice President,
       General Counsel and Secretary