EXHIBIT 4.2


                             AMENDMENT NO. 1 TO
                        SECOND AMENDED AND RESTATED
                         INVESTOR RIGHTS AGREEMENT

                             theglobe.com, inc.

                               August 31, 1998
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               AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
                         INVESTOR RIGHTS AGREEMENT

     This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS
AGREEMENT (the "Amendment") is entered into as of the 31st day of August,
1998, by and among theglobe.com, inc., a Delaware corporation (the
"Company"), and the Investors, as defined in the Second Amended and
Restated Investor Rights Agreement (the "Agreement"). Capitalized items
used herein and not otherwise defined shall have the meanings ascribed
thereto in the Agreement.

                            W I T N E S S E T H:
                            -------------------

     WHEREAS, the Investors hold registration and information rights
pursuant to the Agreement;

     WHEREAS, pursuant to Section 2.10 of the Agreement, the holders of a
majority in interest of the Registrable Securities desire to amend the
provisions of Section 2 of the Agreement.

     NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:

     The first paragraph of Section 2.2 of the Agreement is hereby deleted
in its entirety and is replaced with the following:

          2.2 PIGGYBACK REGISTRATIONS. Except in connection with an Initial
     Offering, the Company shall notify all Holders in writing at least
     fifteen (15) days prior to the filing of any registration statement
     under the Securities Act for purposes of a public offering of
     securities (other than non-convertible debt securities) of the Company
     (excluding registration statements relating to employee benefit plans
     or with respect to corporate reorganizations or shares sold in
     connection with an acquisition, including other transactions under
     Rule 145 of the Securities Act) and will afford each such Holder an
     opportunity to include in such registration statement all or part of
     such Registrable Securities held by such Holder. Each Holder desiring
     to include in any such registration statement all or any part of the
     Registrable Securities held by it shall, within fifteen (15) days
     after the above-described notice from the Company, so notify the
     Company in writing. Such notice shall state the maximum number of
     Registrable Securities intended to be included in such registration
     and the intended method of disposition of the Registrable Securities
     by such Holder. If a Holder decides not to request inclusion of all of
     its Registrable Securities in any registration statement thereafter
     filed by the Company, such Holder shall nevertheless continue to have
     the right to include any Registrable Securities in any subsequent such
     registration statement or registration statements as may be filed by
     the Company with respect to offerings of its securities, all upon the
     terms and conditions set forth herein. Notwithstanding the foregoing,
     nothing in this Section 2.2 shall be deemed to convey upon any Holder
     the right to include in any registration statement filed in connection
     with an Initial Offering all or part of such Holder's Registrable
     Securities.

     Paragraph (a) of Section 2.2 of the Agreement is hereby deleted in its
entirety and is replaced with the following:

          (a) UNDERWRITING. If the registration statement under which the
     Company gives notice under this Section 2.2 is for an underwritten
     offering, the Company shall so advise the Holders. In such event, the
     right of any such Holder to be included in a registration pursuant to
     this Section 2.2 shall be conditioned upon such Holder's participation
     in such underwriting and the inclusion of such Holder's Registrable
     Securities in the underwriting to the extent provided herein. Each
     Holder proposing to distribute its Registrable Securities through such
     underwriting shall enter into a custody agreement and power of
     attorney authorizing the Company to sell the Registrable Securities to
     be offered by such Holders and to execute on the Holder's behalf an
     underwriting agreement in customary form with the underwriter or
     underwriters selected for such underwriting by the Company. If any
     Holder is or will be unable to deliver any document reasonably
     required by the underwriters to register such Registrable Securities,
     then the Company shall have no obligation to include such Registrable
     Securities in such registration. Notwithstanding any other provision
     of the Agreement, if the underwriter determines in good faith that
     marketing factors require a limitation of the number of shares to be
     underwritten, the number of shares that may be included in the
     underwriting shall be allocated as follows: first, to the Company for
     its own account; second, to the holders under the Company's
     Registration Rights Agreement, dated as of August ____, 1998 (the
     "Registration Rights Agreement"), and Holders on a pro rata basis
     based on the total number of Registrable Securities held by such
     persons; and third, to any stockholder of the Company (other than a
     Holder or a holder under the Registration Rights Agreement) on a pro
     rata basis. No such reduction shall reduce the securities being
     offered by the Company for its own account to be included in the
     registration and underwriting. In no event will shares of any other
     selling stockholder be included in such registration which would
     reduce the number of shares which may be included by Holders without
     the written consent of Holders of not less than two-thirds (66 2/3%)
     of the Registrable Securities proposed to be sold in the offering.

               [Remainder of page intentionally left blank.]
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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 to Second Amended and Restated Investor Rights Agreement as of the
date set forth above.


theglobe.com, inc.                           Dancing Bear Investments, Inc.


By:                                     By: 
    -------------------------------          ------------------------------
    Todd V. Krizelman                        Name:
    Co-Chief Executive Officer and           Title:
    Co-President

                                             Robert Halperin
By:   
    -------------------------------
    Stephan J. Paternot
    Co-Chief Executive Officer,
    Co-President and Secretary               ------------------------------


                                             David Horowitz




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