EXHIBIT 3.2

                                  AMENDMENT TO
                                    BYLAWS OF
                            JAG MEDIA HOLDINGS, INC.


The Bylaws of the Corporation are hereby amended as follows effective February
24, 2005:

1.       Article V, Section .02, of the Corporation's Bylaws is amended to
         delete the final sentence so that it shall read in full as follows:

"02.     TRANSFERS.

         Shares may be transferred by delivery of the certificates therefor,
         accompanied either by an assignment in writing on the back of the
         certificates or by a written power of attorney to assign and transfer
         the same signed by the record holder of the certificate. Except as
         otherwise specifically provided in these Bylaws, no shares shall be
         transferred on the books of the Corporation until the outstanding
         certificate therefor has been surrendered to the Corporation."

2.       Except as amended hereby, the Bylaws of the Corporation shall remain in
         full force and effect.