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                                                                     Exhibit 4.1




                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT

         WHEREAS, as of December 16, 1997, CheckFree Holdings Corporation, a
Delaware corporation (the "Corporation"), and The Fifth Third Bank ("Fifth
Third"), entered into a Rights Agreement (the "Rights Agreement"); and

         WHEREAS, the Corporation and Fifth Third wish to amend the Rights
Agreement;

         NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the parties hereby agree as follows:

         1. The Corporation represents that this Amendment No. 1 complies with 
the requirements of Section 27 of the Rights Agreement.

         2. Section 23(a) of the Rights Agreement shall be amended by deleting
the words "provided, however, that from and after the first date upon which
there shall exist a 15% Stockholder, any redemption of the Rights shall require,
in addition to the approval of the Board of Directors of the Company, the
approval of a majority of those directors of the Company who were directors
prior to such date" in the sixth, seventh, eighth, and ninth lines.

         3. Section 27(a) of the Rights Agreement is hereby amended by deleting
the words "and provided further, however, that from and after the first date
upon which there shall exist a 15% Stockholder, this Agreement shall not be
supplemented or amended in any manner without the approval of a majority of
those directors of the Company who were directors prior to such date" in the
ninth, tenth, eleventh, and twelfth lines.

         4. Exhibit C to the Rights Agreement is hereby amended:

            (a)    by deleting the words "provided, however, that any redemption
                   after there is a 15% Stockholder shall also require the
                   approval of a majority of those directors of the Company who
                   were directors prior to such date" in the eighth, ninth, and
                   tenth lines of Section 8;

            (b)    by deleting the words "provided further that from and after
                   the first date upon which there shall exist a 15%
                   Stockholder, the Rights Agreement shall not be supplemented
                   or amended in any manner without the approval of a majority
                   of the Company's directors who were directors prior to such
                   date" in the eleventh, twelfth, thirteenth, and fourteenth
                   lines of Section 11.

         5. Except as otherwise amended hereby, the Rights Agreement, as
amended, shall remain unchanged and in full force and effect.


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         IN WITNESS WHEREOF, the Corporation and Fifth Third have executed this
Amendment No. 1 to Rights Agreement as of the 5th day of February, 1999.



                                     CHECKFREE HOLDINGS CORPORATION




                                     By: /s/ Peter J. Kight
                                        ----------------------------
                                          Peter J. Kight
                                          Chairman of the Board, President, and
                                          Chief Executive Officer




                                     FIFTH THIRD BANK




                                     By: /s/ Dana S. Hushak
                                        -----------------------------
                                     Name:   Dana S. Hushak
                                          ---------------------------
                                     Title:  Vice President
                                        -----------------------------