Exhibit 4.2(a)

       AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF CUSEEME NETWORKS, INC.


On October 30, 2000, the Board of Directors of CUseeME Networks, Inc. voted
to amend Section 3.2 of the Amended and Restated By-laws of the Corporation
to read as follows:

       The annual meeting of stockholders shall be held at such time and on
       such date in each year (the "Specified Date") as shall be designated
       from time to time by the board of directors, at which the stockholders
       shall elect a board of directors and transact such other business as
       may be required by law or these by-laws or  as may otherwise properly
       come before the meeting.