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                                                                     EXHIBIT 4.3



                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 11/30/2000
                                                         001599189 - 3130176



              CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF
                                 INCORPORATION

                                       OF

                       AMERICA ONLINE LATIN AMERICA, INC.

      It is hereby certified that:

      1.    The name of the corporation (hereinafter called the "Corporation")
is America Online Latin America, Inc.

      2.    The Certificate of Incorporation of the Corporation filed on the
22nd day of November, 1999, as Restated on August 7, 2000 is hereby amended by:

(i)   striking out paragraph (a) of Article THIRD thereof and by substituting
in lieu of said paragraph (a) of said Article the following new paragraph:

            "THIRD: (a) PURPOSE. Subject to the provisions of Clause (d) of this
Article THIRD and Clause (b)(i)(B) of Article FOURTH, 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 the State of Delaware (the
"GCL"); provided, however, that until all outstanding shares of High Vote Stock
(as defined below) of the Corporation have been converted into shares of Class A
Common Stock (as defined below) in accordance with Clause (b)(iii) of Article
FOURTH of this Certificate of Incorporation or are otherwise no longer issued
and outstanding, the Corporation shall not, and shall not have the power to,
engage directly or indirectly, including without limitation through any
Subsidiary (as defined below) or Affiliate (as defined below), in any business
other than (i) providing Interactive Services (as defined below) in the
Territory (as defined below), and engaging in ancillary activities necessary or
desirable to conduct such businesses and (ii) providing Content, management and
related activities on the AOL online service or any other AOL-branded property,
including creating, maintaining and managing for AOL, English and
Spanish-language versions of a mini channel directed at the Hispanic audience in
the United States, and taking all actions necessary or desirable to carry out
and perform such activities and any other activities contemplated, either
explicitly or implicitly, thereby, including executing, delivering and
performing any agreements, documents and instruments entered into in connection
therewith."

      3.    Pursuant to Section 228(a) of the General Corporation Law of the
State of Delaware, the holders of all outstanding shares of the Corporation
entitled to vote on the aforesaid amendment consented to the adoption thereof
without a meeting, without a vote and without prior notice.

      4.    The amendment of the restated certificate of incorporation herein
certified has been duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.

Signed this 29th day of November, 2000.


                                            /s/ Gustavo Benejam
                                            ----------------------------
                                            Gustavo Benejam
                                            Chief Operating Officer