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                                                                     EXHIBIT 3.3

                      PRODIGY COMMUNICATIONS CORPORATION

                             AMENDMENTS TO BY-LAWS

RESOLVED: That, for the period of time that the person holding the position of
          Chairman of the Board of Directors as of the date of this amendment
          continues to serve in that capacity. Sections 4.7 and 4.8 of the
          Amended and Restated By-Laws are hereby further amended to read in
          their entirety as follows:

     4.7  Chairman of the Board and Vice Chairman of the Board. Subject to the
approval procedures of Article FIFTH, Clause (g)(i) of the Certificate of
Incorporation, the Board of Directors shall appoint from its members a Chairman
of the Board. The Chairman of the Board shall perform such duties and possess
such powers as are assigned to him by the Board of Directors. If the Chairman of
the Board is also designated as the corporation's Chief Executive Officer, he
shall also have general charge and supervision of the business of the
corporation subject to the direction of the Board of Directors. Unless otherwise
provided by the Board of Directors, the Chairman of the Board shall preside at
all meetings of the Board of Directors and stockholders. If the Board of
Directors appoints a Vice Chairman of the Board, he shall perform such duties
and possess such powers as may from time to time be vested in him by the Board
of Directors.

     4.8  President. Unless the Board of Directors has designated the Chairman
of the Board as the corporation's Chief Executive Officer, the President shall
be the Chief Executive Officer of the corporation and shall have general charge
and supervision of the business of the Corporation subject to the direction of
the Board of Directors. The President shall perform such other duties and shall
have such other powers as the Board of Directors and the Chief Executive Officer
(if the Chairman of the Board is serving in such position) may from time to
time prescribe.

RESOLVED: That, upon the Board of Director's election of a Chairman of the Board
          other than the individual serving as Chairman of the Board of
          Directors as of the date of this amendment, Sections 4.7 and 4.8 of
          the Amended and Restated By-Laws are hereby further amended to read in
          their entirety as follows:

     4.7  Chairman of the Board and Vice Chairman of the Board. Subject to the
approval procedures of Article FIFTH, Clause (g)(i) of the Certificate of
Incorporation, the Board of Directors shall appoint a Chairman of the Board and
shall designate the Chairman of the Board as Chief Executive Officer. The
Chairman of the Board shall perform such duties and possess such powers as are
assigned to him by the Board of Directors, and shall have general charge and
supervision of the business of the corporation subject to the direction of the
Board of Directors. Unless otherwise provided by the Board of Directors, the
Chairman of the Board shall preside at all meetings of the Board of Directors
and stockholders. If the Board of Directors appoints a Vice Chairman
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of the Board, he shall perform such duties and possess such powers as may from
time to time be vested in him by the Board of Directors.

     4.8  President. The President shall perform such other duties and shall
have such other powers as the Board of Directors and the Chief Executive Officer
may from time to time prescribe.

Date of Adoption: June 23, 2000