EXHIBIT 3.4(b)
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                             AMENDMENT TO BY-LAWS
                         OF INTERACTIVE NETWORK, INC.,
                           A CALIFORNIA CORPORATION
                                        

     Subject to approval by the shareholders of the Corporation at the Special
Meeting of Shareholders to be held on March 31, 1999, Section 3.2 of the By-Laws
of this Corporation is amended to read as follows:

          3.2  NUMBER OF DIRECTORS.
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          The number of directors of this corporation shall be not less than
     five (5) nor more than nine (9).  The exact number of directors shall be
     five (5) until changed, within the limits specified above, by a By-Law
     amending this Section 3.2, duly adopted by the Board of Directors or by the
     shareholders.  The indefinite number of directors may be changed, or a
     definite number fixed without provision for an indefinite number, by a duly
     adopted amendment to the Articles of Incorporation or by an amendment to
     this By-Law adopted by the vote or written consent of holders of a majority
     of the outstanding shares entitled to vote; provided, however, that an
     amendment reducing the number of directors to a number less than five (5)
     cannot be adopted if the votes cast against its adoption at a meeting, or
     the shares not consenting in the case of action by written consent, are
     equal to more than sixteen and two-thirds percent (16-2/3%) of the
     outstanding shares entitled to vote thereon.