EXHIBIT 3.3

                               USA NETWORKS, INC.

                                BY-LAW AMENDMENT

          RESOLVED, that, pursuant to its powers under the Certificate of
Incorporation, the Board of Directors hereby amends Article II, Section 6 of the
By-Laws so that, as so amended and restated, such Section shall read in its
entirety as set forth in EXHIBIT A hereto.

                                                                       EXHIBIT A

          SECTION 6. QUORUM. Except as otherwise required by law, the holders of
shares representing a majority of the voting power of the Corporation entitled
to vote, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business; PROVIDED,
HOWEVER, that if such quorum shall not be present or represented at any meeting
of the stockholders, the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. If at such adjourned meeting, a quorum
shall be present or represented, any business may be transacted that might have
been transacted at the meeting as originally notified. When a quorum is present
at any meeting, the vote of the holders of shares representing a majority of the
voting power of the Corporation entitled to vote present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the Delaware
General Corporate Law or of the Certificate of Incorporation, a different vote
is required, in which case such express provision shall govern and control the
decision of such question.

By law amendment 1.31.02