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                                                                Exhibit 10.46

                                AMENDMENT NO. 1

                                       TO

                            INFOSEEK/NYNEX AGREEMENT

The Infoseek/NYNEX Agreement ("Agreement") by and between InfoSeek Corporation,
a corporation duly organized under the laws of California, with its principal
place of business at 2620 Augustine Drive, #250, Santa Clara, California 95054,
hereinafter referred to as "InfoSeek", and NYNEX Information Technologies
Company, a corporation organized under the laws of the State of Delaware, with
its principal place of business at 35 Village Road, Middleton, MA 09149,
hereinafter referred to as "NYNEX", executed by InfoSeek and NYNEX on March 29,
1996 is hereby amended, as of May 10, 1996, by this Amendment No. 1.

1. The portion of Section 5 of the Agreement preceding the last paragraph
thereof is hereby changed to read as follows:

"In consideration of the services provided under this Agreement, NYNEX agrees
to pay to Infoseek the following charges:

[*]
[*]
[*]
[*]

For the purposes of this Section 5, "Q1/96" shall mean May 10, 1996 through
August 9, 1996, "Q2/96" shall mean August 10, 1996 through November 9, 1996,
"Q3/96" shall mean November 10, 1996 through February 9, 1997, and "Q1/97"
shall mean February 10, 1997 through May 9, 1997.

The payment of such charges will be made to Infoseek on a monthly basis in
accordance with the following schedule:

Payment #1   -   [*]
Payment #2   -   [*]
Payment #3   -   [*]
Payment #4   -   [*]
Payment #5   -   [*]
Payment #6   -   [*]
Payment #7   -   [*]
Payment #8   -   [*]
Payment #9   -   [*]
Payment #10  -   [*]
Payment #11  -   [*]
Payment #12  -   [*]


Total of above payments for the period from [*] equal to $4,600,000.



* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions. 


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If during any quarter of this Agreement, the traffic level of the Service falls
below a total of [*] (i.e. search pages, search results pages and browse pages
delivered) resulting in the display of the Icon ("Information Requests"), then
Infoseek will reimburse NYNEX as a percentage of the payments made by NYNEX to
Infoseek for such quarter equivalent to the percentage decrease in the traffic
level of the Service from [*] during such quarter (to be measured within 30 days
following the end of each quarter). For example, if within 30 days following the
end of calendar Q2/96 the Information Requests are measured at [*] for Q2/96
(i.e. a [*] benchmark), then Infoseek will reimburse to NYNEX [*] of the
payments received from NYNEX attributable to Q2/96 [*] reimbursement). 

2. The first sentence of Section 6 of the Agreement is hereby changed to read
as follows:

"This Agreement shall be effective on the date this Agreement becomes fully
executed by the parties ("Effective Date") and shall continue in force for an
initial term ending May 9, 1997."

3. Section A of Attachment I to the Agreement is hereby changed to read as
follows: 

"Commencement Date of Icon Placement: May 10, 1996 unless otherwise agreed upon
Commencement Date of Guide Icon Placement: May 10, 1996 unless otherwise
agreed upon"

The parties hereto agree that the terms and provisions of the Agreement as
amended hereby shall remain in full force and effect. The effective date of
this Amendment No. 1 shall be the date this Amendment No. 1 becomes fully
executed by both parties.

The parties have duly executed this Agreement as of the later of the two (2)
dates set forth below.

ACCEPTED FOR INFOSEEK CORPORATION       ACCEPTED FOR NYNEX INFORMATION
                                        TECHNOLOGIES COMPANY


By: /s/ Robert E.L. Johnson III         By: /s/ Matthew J. Stover
   --------------------------------        --------------------------------
        Authorized Signature                    Authorized Signature

Print Name: Robert E.L. Johnson III     Print Name: Matthew J. Stover
           ------------------------                ------------------------

Title: CEO & President                  Title: Chairman of the Board
      -----------------------------           -----------------------------

Date: June 12, 1996                     Date: 14 May 1996
     ------------------------------          ------------------------------



* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


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