AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                                 AUDIBLE, INC.
                                        
     AUDIBLE, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:
 
     1.   The name of the Corporation is Audible, Inc. (formerly Audible Words
Corporation).  The date of filing of its original Certificate of Incorporation
with the Secretary of State was November 3, 1995.
 
     2.   This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the Certificate of Incorporation of the
Corporation and all prior amendments thereto by deleting from the Certificate of
Incorporation, as amended, all provisions thereof and substituting in lieu
thereof the Amended and Restated Certificate of Incorporation set forth in
Paragraph 3 below.
 
     3.   The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended and restated hereby to read as herein
set forth in full:
 
          FIRST.    Name.  The name of the Corporation is:   Audible, Inc.
                    ----                                                  
 
          SECOND.   Registered Office and Agent.  The address of the
                    ---------------------------                     
Corporation's registered office in the State of Delaware is The Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle.  The name of the Corporation's registered agent at such address is The
Corporation Trust Company.
 
          THIRD.    Purpose.  The nature of the business or purposes to be
                    -------                                               
conducted or promoted by the Corporation is as follows:
 
          To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware and to possess and
exercise all of the powers and privileges granted by such law and any other law
of Delaware.
 
          FOURTH.   Authorized Capital.  The total number of shares of all
                    ------------------                                    
classes of stock which the Corporation shall have authority to issue is
60,000,000 shares, of which (i) 50,000,000 shall be shares of common stock, par
value $0.01 per share (the "Common Stock"), and (ii) 10,000,000 shall be shares
of preferred stock, par value $0.01 per share (the "Preferred Stock").
 
<PAGE>
 
          A.   Common Stock
               ------------
 
          (1)  General.  The voting, dividend and liquidation rights of the
               -------                                                     
holders of the Common Stock are subject to and qualified by the rights of the
holders of the Preferred Stock of any series as may be designated by the Board
of Directors upon any issuance of the Preferred Stock of any series.
 
          (2)  Voting.  The holders of the Common Stock are entitled to one vote
               ------                                                           
for each share held at all meetings of stockholders.  There shall be no
cumulative voting.
 
          (3)  Dividends.  Dividends may be declared and paid on the Common
               ---------                                                   
Stock from funds lawfully available therefor as and when determined by the Board
of Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.
 
          (4)  Liquidation.  Upon the dissolution or liquidation of the
               -----------                                             
Corporation, whether voluntary or involuntary, holders of Common Stock will be
entitled to receive all assets of the Corporation available for distribution to
its stockholders, subject to any preferential rights of any then outstanding
Preferred Stock.
 
          (5)  Redemption.  The Common Stock is not redeemable.
               ----------                                      
 
          B.   Preferred Stock.  The Board of Directors expressly is authorized,
               ---------------                                                  
subject to limitations prescribed by the Delaware General Corporation Law and
the provisions of this Amended and Restated Certificate of Incorporation of the
Corporation, to provide, by resolution and by filing a certificate pursuant to
the Delaware General Corporation Law, for the issuance from time to time of the
shares of Preferred Stock in one or more series, to establish from time to time
the number of shares to be included in each such series, and to fix the
designation, powers, preferences and other rights of the shares of each such
series and to fix the qualifications, limitations and restrictions thereon,
including, but without limiting the generality of the foregoing, the following:
 
          (1)  the number of shares constituting that series and the distinctive
designation of that series;
 
          (2)  the dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;
 
          (3)  whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
 
                                      -2-
<PAGE>
 
          (4)  whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the Board of Directors shall determine;
 
          (5)  whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the dates
upon or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions and at
different redemption rates;
 
          (6)  whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
 
          (7)  the rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that series;
and
 
          (8)  any other relative powers, preferences, and rights of that
series, and qualifications, limitations or restrictions on that series.
 
          FIFTH.   Board of Directors.  In furtherance of and not in limitation
                   ------------------                                          
of powers conferred by statute, it is further provided:
 
          A.   Election of directors need not be by written ballot unless the 
By-Laws of the Corporation shall so provide. Except as otherwise provided in
this Amended and Restated Certificate of Incorporation or a certificate of
designation relating to the rights of the holders of any class or series of
Preferred Stock, voting separately by class or series, to elect additional
directors under specified circumstances, the number of directors of the
Corporation shall be as fixed from time to time by or pursuant to the By-Laws of
the Corporation. No director of the Corporation need be a stockholder of the
Corporation.
 
          B.   The Board of Directors shall be classified with respect to the
time for which they severally hold office into three separate classes, Class I,
Class II and Class III, which shall be as nearly equal in number as possible,
and shall be adjusted from time to time in the manner specified in the By-Laws
of the Corporation to maintain such proportionality.  Each intial director in
Class I shall hold office for a term expiring at the 2000 annual meeting of
stockholders.  Each initial director in Class II shall hold office initially for
a term expiring at the 2001 annual meeting of stockholders.  Each initial
director in Class III shall hold office for a term expiring at the 2002 annual
meeting of stockholders.  Notwithstanding the foregoing provisions of this
Article FIFTH, each director shall serve until such director's successor is duly
elected and qualified or until such director's earlier death, resignation or
removal.  At each annual meeting of stockholders, the successors to the class of
directors whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders 
 
                                      -3-
<PAGE>
 
held in the third year following the year of their election and until their
successors have been duly elected and qualified or until any such director's
earlier death, resignation or removal.
 
          C.   The Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of the Corporation.
 
          SIXTH.   Meetings of Stockholders.  Meetings of stockholders may be
                   ------------------------                                  
held within or without the State of Delaware, as the By-Laws of the Corporation
may provide.  Upon the closing of an underwritten initial public offering of the
Corporation's Common Stock pursuant to the effective registration statement
under the Securities Act of 1933, as amended, any action required or permitted
to be taken at any annual or special meeting of stockholders of the Corporation
may be taken only upon the vote of stockholders at an annual or special meeting
duly noticed and called in accordance with the General Corporation Law of the
State of Delaware and may not be taken by written consent of stockholders
without a meeting, unless such consent is unanimous.
 
          SEVENTH: Special Meetings of Stockholders.  Special meeting of
                   --------------------------------                     
stockholders may be called at any time by the Chairman of the Board, the
President, the Board of Directors, the holders of a majority of the outstanding
shares of the Corporation's capital stock and entitled to vote generally in the
election of directors.  Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.
 
          EIGHTH.  Limitation on Liability.  No director of the Corporation
                   -----------------------                                 
shall be personally liable to the Corporation or to any stockholder of the
Corporation for monetary damages for breach of fiduciary dity as a director,
provided that this provision shall not limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit.
 
          If the General Corporation Law of Delaware or any other statute of the
State of Delaware hereafter is amended to authorize the further elimination or
limitation of the liability of directors of the corporation, then the liability
of a director of the corporation shall be limited to the fullest extent
permitted by the statutes of the State of Delaware, as so amended, and such
elimination or limitation of liability shall be in addition to, and not in lieu
of, the limitation on the liability of a director provided by the foregoing
provisions of this Sixth Article.
 
          Any repeal of or amendment to this Sixth Article shall be prospective
only and shall not adversely affect any limitation on the liability of a
director of the corporation existing at the time of such repeal or amendment.
 
                                      -4-
<PAGE>
 
          NINTH.   To the extent permitted by law, the Corporation shall fully
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact that
such person is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.
 
     To the extent permitted by law, the Corporation may fully indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was an employee or agent of the Corporation, or is or was serving
at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.
 
     The Corporation may advance expenses (including attorneys' fees) incurred
by a director or officer in advance of the final disposition of such action,
suit or proceeding upon the receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be determined
that such director or officer is not entitled to indemnification.  The
Corporation may advance expenses (including attorneys' fees) incurred by an
employee or agent in advance of the final disposition of such action, suit or
proceeding upon such terms and conditions, if any, as the Board of Directors
deems appropriate.
 
          TENTH.   The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute and the
Certificate of Incorporation, and all rights conferred upon stockholders herein
are granted subject to this reservation.
 
     4.   This Amended and Restated Certificate of Incorporation was duly
adopted by the Board of Directors in accordance with Section 245 of the General
Corporation Law of the Sate of Delaware.
 
     5.   This Amended and Restated Certificate of Incorporation was duly
adopted by written consent of the stockholders in accordance with the applicable
provisions of Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware.
 
                                      -5-
<PAGE>
 
     IN WITNESS WHEREOF, Audible, Inc. has caused this Certificate to be signed
by Andrew J. Huffman, its President and Chief Executive Officer this __ day of
______, 1999.
 
 
                              AUDIBLE, INC.
 
 
 
                              By:_________________________________________
                                   Andrew J. Huffman
                                   President and Chief Executive Officer
 
 
                                      -6-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.4
<SEQUENCE>3
<DESCRIPTION>EXHIBIT 3.4
<TEXT>
 
<PAGE>
 
                                                                     EXHIBIT 3.4
                                                                                
                                 AUDIBLE, INC.
 
                             AMENDED AND RESTATED
                                    BY-LAWS
 
                                        
                           Dated _____________, 1999
<PAGE>
 
                                 AUDIBLE, INC.
 
                             AMENDED AND RESTATED
                             --------------------
                                    BY-LAWS
                                    -------
                                        
                               Table of Contents
 
<TABLE> 
<S>                                                         <C>                 
ARTICLE 1 - Stockholders..................................
                                                          
     Section 1.1  Place of Meetings.......................
     Section 1.2  Annual Meeting..........................
     Section 1.3  Special Meetings........................
     Section 1.4  Notice of Meetings......................
     Section 1.5  Voting List.............................
     Section 1.6  Quorum..................................
     Section 1.7  Adjournments............................
     Section 1.8  Voting and Proxies......................
     Section 1.9  Action at Meeting.......................
     Section 1.10 Action without Meeting..................
     Section 1.11 Stockholder Nominations and Proposals...
                                                          
ARTICLE 2 - Directors.....................................
                                                          
     Section 2.1  General Powers..........................
     Section 2.2  Number; Election and Qualification......
     Section 2.3  Enlargement of the Board................
     Section 2.4  Tenure..................................
     Section 2.5  Vacancies...............................
     Section 2.6  Resignation.............................
     Section 2.7  Regular Meetings........................
     Section 2.8  Special Meetings........................
     Section 2.9  Notice of Special Meetings..............
     Section 2.10 Meetings by Telephone Conference Calls..
     Section 2.11 Quorum..................................
     Section 2.12 Action at Meeting.......................
     Section 2.13 Action by Consent.......................
     Section 2.14 Removal.................................
     Section 2.15 Committees..............................
     Section 2.16 Compensation of Directors...............
                                                          
ARTICLE 3 - Officers...................................... 
                                                          
     Section 3.1  Enumeration.............................
     Section 3.2  Election................................
     Section 3.3  Qualification...........................
     Section 3.4  Tenure..................................
     Section 3.5  Resignation and Removal.................
</TABLE> 
 
                                      -2-
<PAGE>
 
<TABLE> 
<S>                                                                       <C>   
     Section 3.6  Vacancies.............................................
     Section 3.7  Chairman of the Board and Vice-Chairman               
                  of the Board..........................................
     Section 3.8  President.............................................
     Section 3.9  Vice Presidents.......................................
     Section 3.10 Secretary and Assistant Secretaries...................
     Section 3.11 Treasurer and Assistant Treasurers....................
     Section 3.12 Salaries..............................................
                                                                        
ARTICLE 4 - Capital Stock...............................................
                                                                        
     Section 4.1  Issuance of Stock.....................................
     Section 4.2  Certificates of Stock.................................
     Section 4.3  Transfers.............................................
     Section 4.4  Lost, Stolen or Destroyed Certificates................
     Section 4.5  Record Date...........................................
                                                                        
ARTICLE 5 - Indemnification.............................................
                                                                        
     Section 5.1  Indemnification in Actions, Suits or Proceedings Other
                  Than Those by or in the Right of Company..............
     Section 5.2  Indemnification in Actions, Suits or Proceedings by or
                  in the Right of the Company...........................
     Section 5.3  Authorization of Indemnification......................
     Section 5.4  Advancement of Expenses...............................
     Section 5.5  Claims................................................
     Section 5.6  Insurance.............................................
                                                                        
ARTICLE 6 - General Provisions..........................................
                                                                        
     Section 6.1  Fiscal Year...........................................
     Section 6.2  Corporate Seal........................................
     Section 6.3  Waiver of Notice......................................
     Section 6.4  Voting of Securities..................................
     Section 6.5  Evidence of Authority.................................
     Section 6.6  Certificate of Incorporation..........................
     Section 6.7  Transactions with Interested Parties..................
     Section 6.8  Severability..........................................
     Section 6.9  Pronouns..............................................
                                                                        
ARTICLE 7 - Amendments..................................................
                                                                        
     Section 7.1  By the Board of Directors.............................
     Section 7.2  By the Stockholders...................................
</TABLE> 
 
                                      -3-
<PAGE>
 
                             AMENDED AND RESTATED
                                    BY-LAWS
                                      OF
                                 AUDIBLE, INC.
                                        
 
                           ARTICLE 1 - Stockholders
                           ------------------------
                                        
 
     1.1  Place of Meeting.  All meetings of stockholders shall be held at such
          -----------------                                                    
place within or without the State of Delaware as may be designated from time to
time by the Board of Directors or the President or, if not so designated, at the
registered office of the Company.
 
     1.2  Annual Meeting.  The annual meeting of stockholders for the election
          ---------------                                                     
of directors and for the transaction of such other business as may properly be
brought before the meeting shall be held at such date, time and place as may be
fixed by the Board of Directors or the President.  If this date shall fall upon
a legal holiday at the place of the meeting, then such meeting shall be held on
the next succeeding business day at the same hour.  If no annual meeting is held
in accordance with the foregoing provisions, the Board of Directors shall cause
the meeting to be held as soon thereafter as convenient.  If no annual meeting
is held in accordance with the foregoing provisions, a special meeting may be
held in lieu of the annual meting, and any action taken at that special meeting
shall have the same effect as if it had been taken at the annual meeting, and in
such case all references in these By-Laws to the annual meeting of the
stockholders shall be deemed to refer to such special meeting.
 
     1.3  Special Meetings.  Special meetings of stockholders may be called at
          -----------------                                                  
any time by the Chairman of the Board, the President, the Board of Directors or
the holders of a majority of the outstanding shares of the Company's capital
stock and entitled to vote generally in the election of directors.  Business
transacted at any special meeting of stockholders shall be limited to matters
relating to the purpose or purposes stated in the notice of meeting.
 
     1.4  Notice of Meetings.  Except as otherwise provided by law, written
          -------------------                                              
notice of each meeting of stockholders, whether annual or special, shall be
given not less than ten nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting.  The notices of all meetings
shall state the place, date and hour of the meeting.  The notice of a special
meeting shall state, in addition, the purpose or purposes for which the meeting
is called.  If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Company.
 
     1.5  Voting List.  The officer who has charge of the stock ledger of the
          ------------                                                       
Company shall prepare, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting, at a place within the city where the meeting is to be held.  The list
shall also be produced and kept at the time and 
 
                                      -4-
<PAGE>
 
place of the meeting during the whole time of the meeting, and may be inspected
by any stockholder who is present.
 
     1.6  Quorum.  Except as otherwise provided by law, the Certificate of
          -------                                                         
Incorporation or these By-Laws, the holders of a majority of the shares of the
capital stock of the Company issued and outstanding and entitled to vote at the
meeting, present in person or represented by proxy, shall constitute a quorum
for the transaction of business.
 
     1.7  Adjournments.  Any meeting of stockholders may be adjourned to any
          ------------                                                      
other time and to any other place at which a meeting of stockholders may be held
under these By-Laws by the stockholders present or represented at the meeting
and entitled to vote, although less than a quorum, or, if no stockholder is
present, by any officer entitled to preside at or to act as Secretary of such
meeting.  It shall not be necessary to notify any stockholder of any adjournment
of less than 30 days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the
adjournment a new record date is fixed for the adjourned meeting.  At the
adjourned meeting, the Company may transact any business which might have been
transacted at the original meeting.
 
    1.8   Voting and Proxies.  Each stockholder shall have one vote for each
          -------------------                                               
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation.  Each stockholder of record entitled to
vote at a meeting of stockholders, or to express consent or dissent to corporate
action in writing without a meeting, may vote or express such consent or dissent
in person or may authorize another person or persons to vote or act for him by
written proxy executed by the stockholder or his authorized agent and delivered
to the Secretary of the Company.  No such proxy shall be voted or acted upon
after three years from the date of its execution, unless the proxy expressly
provides for a longer period.
 
    1.9   Action at Meeting.  When a quorum is present at any meeting, the
          ------------------                                              
holders of a majority of the stock present or represented and voting on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of a majority of the
stock of that class present or represented and voting on a matter) shall decide
any matter to be voted upon by the stockholders at such meeting, except when a
different vote is required by express provision of law, the Certificate of
Incorporation or these By-Laws.  Any election by stockholders shall be
determined by a plurality of the votes cast by the stockholders entitled to vote
at the election.
 
    1.10  Action without Meeting.  Upon the closing of an underwritten initial
          -----------------------                                             
public offering of the Company's Common Stock pursuant to the effective
registration statement under the Securities Act of 1933, as amended, any action
required or permitted to be taken at any annual or special meeting of
stockholders of the Company may be taken only upon the vote of stockholders at
an annual or special meeting duly noticed and called in accordance with the
General Corporation Law of the State of Delaware and may not be taken by written
consent of stockholders without a meeting, unless such consent is unanimous.
 
                                      -5-
<PAGE>
 
     1.11  Stockholder Nominations and Proposals.  (a)  No proposal for a
           -------------------------------------                         
stockholder vote (a "Stockholder Proposal") shall be submitted to the
stockholders of the Company unless the stockholder submitting such proposal (the
"Proponent") shall have filed a written notice setting forth with particularity
(i) the names and business addresses of the Proponent and all Persons (as such
term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act")) acting in concert with the Proponent; (ii) the
names and addresses of the Proponent and the Persons identified in clause (i),
as they appear on the Company's books (if they so appear); (iii) the class and
number of shares of the Company beneficially owned by the Proponent and the
Persons identified in clause (i); (iv) a description of the Stockholder Proposal
containing all information material thereto; (v) a description of all
arrangements or understandings between the Proponent and any other Persons
(including the names of such other Persons) in connection with the Stockholder
Proposal and any material interest of the Proponent or such Persons in such
Stockholder Proposal and (vi) such other information as the Board of Directors
reasonably determines is necessary or appropriate to enable the Board of
Directors and stockholders to consider the Stockholder Proposal.  Upon receipt
of the Stockholder Proposal and prior to the stockholders' meeting at which such
Stockholder Proposal will be considered, if the Board of Directors or a
designated committee or the officer who will preside at the meeting of the
stockholders determines that the information provided in a Stockholder Proposal
does not satisfy the requirements of this Section 1.11 or is otherwise not in
accordance with applicable law, the Secretary of the Company shall promptly
notify the Proponent of the deficiency in the notice.  Such Proponent shall have
the opportunity to cure the deficiency by providing additional information to
the Secretary within the period of time, not to exceed five days from the date
such deficiency notice is given to the Proponent, determined by the Board of
Directors, such committee or such officer.  If the deficiency is not cured
within such period, or if the Board of Directors, such committee or such officer
determines that the additional information provided by the Proponent, together
with the information previously provided, does not satisfy the requirements of
this Section 1.11 or is otherwise not in accordance with applicable law, then
such Stockholder Proposal shall not be presented for action at the stockholders'
meeting in question.
 
     (b)   Only persons who are selected and recommended by the Board of
Directors or the nominating committee thereof, or who are nominated by the
stockholders in accordance with the procedures set forth in this Section 1.11,
shall be eligible for election or qualified to serve as directors. Nominations
of individuals for election to the Board of Directors at any annual meeting or
special meeting of the stockholders at which directors are to be elected may be
made by any stockholder of the Company entitled to vote for the election of
directors at that meeting by compliance with the procedures set forth in this
Section 1.11 except as may be otherwise provided in the Certificate of
Incorporation with respect to the right of holders of Preferred Stock of the
Company to nominate and elect a specified number of directors in certain
circumstances. Nominations by stockholders shall be made by written notice (a
"Nomination Notice"), which shall set forth (i) as to each individual nominated
(A) the name, date of birth, business address and residence address of such
nominee; (B) the business experience during the past five years of such nominee,
including his or her principal occupations or employment during such period, the
name and principal business of any Company or other organization in which such
occupations and employment were carried on, and such other information as to the
nature of his or her responsibilities and the level of professional competence
as may be sufficient to permit assessment of his or her prior business
experience; (C) whether the nominee is or has ever been at any time a director,
officer or owner of 5% or more of any class of capital stock, partnership
interests or other 
 
                                      -6-
<PAGE>
 
equity interest of any Company, partnership or other entity; (D) any
directorships held by such nominee in any company with a class of securities
registered pursuant to section 12 of the Exchange Act or subject to the
requirements of section 15(d) of the Exchange Act or any company registered as
an investment company under the Investment Company Act of 1940, as amended; (E)
whether, in the last five years, such nominee has been convicted in a criminal
proceeding or has been subject to a judgment, order, finding or decree of any
federal, state or other governmental entity, concerning any violation of
federal, state, or other law, or any proceeding in bankruptcy, which conviction,
judgment, order, finding, decree or proceeding may be material to the evaluation
of the ability or integrity of the nominee; and (F) any other information
relating to the nominee that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to section 14 of the Exchange Act,
and the rules and regulations promulgated thereunder; and (ii) as to the person
submitting the Nomination Notice and any Person acting in concert with such
Person, (w) the name and business address of such person and Persons, (x) the
name and business address of such person and Persons as they appear on the books
of the Company (if they so appear); (y) the class and number of shares of the
Company which are beneficially owned by such person and Persons, and (z) any
other information relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. A written consent to being named in a proxy statement as a nominee,
and to serve as a director if elected, signed by the nominee, shall be filed
with any Nomination Notice. If the presiding officer at any stockholders'
meeting determines that a nomination was not made in accordance with the
procedures prescribed by these By-laws, he shall so declare to the meeting and
the defective nomination shall be disregarded.
 
     (c)  Nomination Notices and Stockholder Proposals must be delivered to the
Secretary at the principal executive office of the Company or mailed and
received at the principal executive offices of the Company (a) in the case of
any annual meeting, not less than 60 days nor more than 90 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that (i) in the event that the annual meeting is called for a
date that is not within 30 days before or 60 days after such anniversary date,
or (ii) in the case of the annual meeting of stockholders held during the 1999
fiscal year of the Company, notice by the stockholder in order to be timely must
be so received no later than the close of business on the tenth day following
the day on which notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was made, whichever first occurs;
and (b) in the case of a special meeting of stockholders called for the purpose
of electing directors, not later than the close of business on the tenth day
following the day on which notice of the date of the special meeting was mailed
or public disclosure of the date of the special meeting was made, whichever
first occurs.
 
 
 
                             ARTICLE 2 - Directors
                             ---------------------
 
     2.1  General Powers.  The business and affairs of the Company shall be
          ---------------                                                  
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the Company except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws.  In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.
 
                                      -7-
<PAGE>
 
    2.2   Number; Election and Qualification.  The number of directors which
          -----------------------------------                               
shall constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors, but in no event shall be less than one.  The number
of directors may be decreased at any time and from time to time by a majority of
the directors then in office, but only to eliminate vacancies existing by reason
of the death, resignation, removal or expiration of the term of one of more
directors.  Unless otherwise provided in the Certificate of Incorporation, the
Board of Directors shall divide the directors into three classes, which shall be
as equal in number as possible; and, when the number of directors is changed,
shall determine the class or classes to which the increased or decreased number
of directors shall be apportioned, which shall be done so as to maintain as
equal a number of directors in each class as possible; provided, however, that
                                                       --------  -------      
no decrease in the number of directors shall affect the term of any director
then in office.  Directors need not be stockholders of the Company.
 
    2.3   Enlargement of the Board.  The number of directors may be increased at
          -------------------------                                             
any time and from time to time by a majority of the directors then in office.
 
    2.4   Tenure.  The directors shall be elected at the annual meeting of
          -------                                                         
stockholders by such stockholders as have the right to vote on such election.
At each annual meeting of stockholders, directors elected to succeed those whose
terms are expiring shall be elected for a term of office expiring at the annual
meeting of stockholders held in the third year following their election and
until their respective successors are elected and qualified, or until such
director's earlier death, resignation or removal.
 
    2.5   Vacancies.  Any vacancy in the Board of Directors, however occurring,
          ----------                                                           
including a vacancy resulting from an enlargement of the Board, may be filled by
vote of a majority of the directors then in office, although less than a quorum,
or by a sole remaining director.  A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office, and a director
chosen to fill a position resulting from an increase in the number of directors
shall hold office until the next annual meeting of stockholders and until his
successor is elected and qualified, or until his earlier death, resignation or
removal.
 
    2.6   Resignation.  Any director may resign by delivering his written
          ------------                                                   
resignation to the Company at its principal office or to the President or
Secretary.  Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.
 
    2.7   Regular Meetings.  Provided that meetings are held at least once
          -----------------                                               
during each of the Company's fiscal quarters, regular meetings of the Board of
Directors may be held without notice at such time and place, either within or
without the State of Delaware, as shall be determined from time to time by the
Board of Directors; provided that any director who is absent when such a
determination is made shall be given notice of the determination.  A regular
meeting of the Board of Directors may be held without notice immediately after
and at the same place as the annual meeting of stockholders.
 
                                      -8-
<PAGE>
 
    2.8   Special Meetings.  Special meetings of the Board of Directors may be
          -----------------                                                   
held at any time and place, within or without the State of Delaware, designated
in a call by any member of the Board of Directors or the President of the
Company.
 
    2.9   Notice of Special Meetings.  Notice of any special meeting of the
          ---------------------------                                      
Board of Directors shall be given to each director by the Secretary or by the
officer or one of the directors calling the meeting.  Notice shall be duly given
to each director (i) by giving notice to such director in person or by telephone
at least 24 hours in advance of the meeting, (ii) by sending a facsimile,
telegram or telex, or delivering written notice by hand, to his last known
business or home address at least 24 hours in advance of the meeting, or (iii)
by mailing written notice to his last known business or home address at least 72
hours in advance of the meeting.  A notice or waiver of notice of a meeting of
the Board of Directors need not specify the purposes of the meeting.
 
    2.10  Meetings by Telephone Conference Calls.  Directors or any members of
          ---------------------------------------                             
any committee designated by the directors may participate in a meeting of the
Board of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation by such means shall constitute
presence in person at such meeting.
 
    2.11  Quorum.  A majority of the total number of the whole Board of
          -------                                                      
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third
(1/3) of the number so fixed constitute a quorum.  In the absence of a quorum at
any such meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present
 
    2.12  Action at Meeting.  At any meeting of the Board of Directors at which
          ------------------                                                   
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these By-Laws.
 
    2.13  Action by Consent.  Any action required or permitted to be taken at
          ------------------                                                 
any meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent to the action in writing, and the written
consents are filed with the minutes of proceedings of the Board or committee.
 
     2.14 Removal.  Any one or more or all of the directors may be removed, with
          --------                                                              
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors, except that the directors elected by the
holders of a particular class or series of stock may be removed without cause
only by vote of the holders of a majority of the outstanding shares of such
class or series.
 
     2.15 Committees.  The Board of Directors may, by resolution passed by a
          -----------                                                       
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of 
 
                                      -9-
<PAGE>
 
the directors of the Company. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members of the committee present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General Company Law of the State of
Delaware, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Company and
may authorize the seal of the Company to be affixed to all papers which may
require it. Each such committee shall keep minutes and make such reports as the
Board of Directors may from time to time request. Except as the Board of
Directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the directors or in such
rules, its business shall be conducted as nearly as possible in the same manner
as is provided in these By-Laws for the Board of Directors.
 
     2.16 Compensation of Directors.  Directors may be paid such compensation
          --------------------------                                         
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine.  No such payment
shall preclude any director from serving the Company or any of its parent or
subsidiary Companies in any other capacity and receiving compensation for such
service.
 
 
                              ARTICLE 3 - Officers
                              --------------------
 
     3.1  Enumeration.  The officers of the Company shall consist of a
          ------------                                                
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including a Chairman of the
Board, a Vice-Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers, and Assistant Secretaries.  The Board of Directors may appoint such
other officers as it may deem appropriate.
 
     3.2  Election.  The President, Treasurer and Secretary shall be elected
          ---------                                                         
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders.  Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.
 
     3.3  Qualification.  No officer need be a stockholder.  Any two or more
          --------------                                                    
offices may be held by the same person.
 
     3.4  Tenure.  Except as otherwise provided by law, by the Certificate of
          -------                                                            
Incorporation or by these By-Laws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in the
vote choosing or appointing him, or until his earlier death, resignation or
removal.
 
     3.5  Resignation and Removal.  Any officer may resign by delivering his
          ------------------------                                          
written resignation to the Company at its principal office or to the President
or Secretary.  Such 
 
                                      -10-
<PAGE>
 
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
 
     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.
 
     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the Company.
 
     3.6  Vacancies.  The Board of Directors may fill any vacancy occurring in
          ----------                                                          
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary.  Each such successor shall hold office for the unexpired term of
his predecessor and until his successor is elected and qualified, or until his
earlier death, resignation or removal.
 
     3.7  Chairman of the Board and Vice-Chairman of the Board.  The Board of
          -----------------------------------------------------              
Directors may appoint a Chairman of the Board and may designate the Chairman of
the Board as Chief Executive Officer.  If the Board of Directors appoints a
Chairman of the Board, he shall perform such duties and possess such powers as
are assigned to him by the Board of Directors.  If the Board of Directors
appoints a Vice-Chairman of the Board, he shall, in the absence or disability of
the Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform such other duties and possess such other
powers as may from time to time be vested in him by the Board of Directors.
 
     3.8  President.  Unless the Board of Directors otherwise determines, the
          ----------                                                         
President shall be the Chief Operating Officer of the Company.  Unless the Board
of Directors has designated the Chairman of the Board as Chief Executive
Officer, the President shall also be the Chief Executive Officer of the Company.
The President shall, subject to the direction of the Board of Directors, have
general charge and supervision of the business of the Company.  Unless otherwise
provided by the Board of Directors, he shall preside at all meetings of the
stockholders, if he is a director, at all meetings of the Board of Directors.
The President shall perform such other duties and shall have such other powers
as the Board of Directors may from time to time prescribe.
 
     3.9  Vice Presidents.  Any Vice President shall perform such duties and
          ----------------                                                  
possess such powers as the Board of Directors or the President may from time to
time prescribe.  In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and when so performing shall have all the powers of and
be subject to all the restrictions upon the President.  The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.
 
                                      -11-
<PAGE>
 
     3.10 Secretary and Assistant Secretaries.  The Secretary shall perform such
          ------------------------------------                                  
duties and shall have such powers as the Board of Directors or the President may
from time to time prescribe.  In addition, the Secretary shall perform such
duties and have such powers as are incident to the office of the secretary,
including without limitation the duty and power to give notices of all meetings
of stockholders and special meetings of the Board of Directors, to attend all
meetings of stockholders and the Board of Directors and keep a record of the
proceedings, to maintain a stock ledger and prepare lists of stockholders and
their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.
 
     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the President or the Secretary may from time to time
prescribe.  In the event of the absence, inability or refusal to act of the
Secretary,  the Assistant Secretary, (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.
 
     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.
 
     3.11 Treasurer and Assistant Treasurers.  The Treasurer shall perform such
          -----------------------------------                                  
duties and shall have such powers as may from time to time be assigned to him by
the Board of Directors or the President.  In addition, the Treasurer shall
perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the Company, to deposit funds of the
Company in depositories selected in accordance with these By-Laws, to disburse
such funds as ordered by the Board of Directors, to make proper accounts of such
funds, and to render as required by the Board of Directors statements of all
such transactions and of the financial condition of the Company.
 
     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the President or the Treasurer may from time to time
prescribe.  In the event of the absence, inability, or refusal to act of the
Treasurer, the Assistant Treasurer, (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.
 
     3.12 Salaries.  Officers of the Company shall be entitled to such salaries,
          ---------                                                             
compensation or reimbursement as shall be fixed or allowed from time to time by
the Board of Directors.
 
                                      -12-
<PAGE>
 
                           ARTICLE 4 - Capital Stock
                           -------------------------
 
     4.1  Issuance of Stock.  Unless otherwise voted by the stockholders and
          ------------------                                                
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the Company or
the whole or any part of any unissued balance of the authorized capital stock of
the Company held in its treasury may be issued, sold, transferred or otherwise
disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.
 
     4.2  Certificates of Stock.  Every holder of stock of the Company shall be
          ----------------------                                               
entitled to have a certificate, in such form as may be prescribed by law and by
the Board of Directors, certifying the number and class of shares owned by him
in the Company.  Each such certificate shall be signed by, or in the name of the
Company by, the Chairman or Vice-Chairman, if any, of the Board of Directors, or
the President or a Vice President, and the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Company.  Any or all of the
signatures on the certificate may be a facsimile.
 
     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, the By-Laws,
applicable securities laws or any agreement among any number of shareholders or
among such holders and the Company shall have conspicuously noted on the face or
back of the certificate either the full text of the restriction or a statement
of the existence of such restriction.
 
     4.3  Transfers.  Except as otherwise established by rules and regulations
          ----------                                                          
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the Company by the surrender to the
Company or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the Company or its transfer agent may reasonably require.  Except
as may be otherwise required by law, by the Certificate of Incorporation or by
these By-Laws, the Company shall be entitled to treat the record holder of stock
as shown on its books as the owner of such stock for all purposes, including the
payment of dividends and the right to vote with respect to such stock,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been transferred on the books of the Company in accordance with the
requirements of these By-Laws.
 
     4.4  Lost, Stolen or Destroyed Certificates.  The Company may issue a new
          ---------------------------------------                             
certificate of stock in place of any previously issued certificate alleged to
have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the Company or any
transfer agent or registrar.
 
     4.5  Record Date.  The Board of Directors may fix in advance a date as a
          ------------                                                       
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, 
 
                                      -13-
<PAGE>
 
or entitled to receive payment of any dividend or other distribution or
allotment of any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action. Such record date shall not
be more than 60 nor less than 10 days before the date of such meeting, nor more
than 60 days prior to any other action to which such record date relates.
 
     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held.  The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed.  The record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating to such purpose.
 
     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
 
 
                          ARTICLE 5 - Indemnification
                          ---------------------------
                                        
     5.1  Indemnification in Actions, Suits or Proceedings Other Than Those by
          --------------------------------------------------------------------
or in the Right of the Company.   (a) The Company shall indemnify any person who
- ------------------------------                                                  
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that such person is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director or officer of another Company, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such conduct was unlawful.  The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
               ---- ----------                                                  
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that such conduct was unlawful.
 
     (b) The Company may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative) by
reason of the fact that such person is or was an employee or agent of the
Company, or is or was serving at the request of the Company as an employee or
agent of another Company, partnership, joint venture, trust, employee benefit
plan or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts 
 
                                      -14-
<PAGE>
 
paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, if such person acted in good faith and in
a manner which such person reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
                                          ---- ----------
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that such conduct was
unlawful.
 
     5.2  Indemnification in Actions, Suits or Proceedings by or in the Right of
          ----------------------------------------------------------------------
the Company.   (a) The Company shall indemnify any person who was or is a party
- -----------                                                                    
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding by or in the right of the Company to procure a
judgment in its favor by reason of the fact that such person is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director of officer of another Company, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner which such person reasonably believed to be in or not
opposed to the best interest of the Company.  No such indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Company unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
 
     (b) The Company may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by or in the right of the Company to procure a judgment in
its favor by reason of the fact that such person is or was an employee or agent
of the Company, or is or was serving at the request of the Company as an
employee or agent of another Company, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Company.  No such indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Company unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
 
     5.3  Authorization of Indemnification.   Any indemnification under this
          --------------------------------                                  
Article 5 shall be made by the Company only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because such person or persons have met the
applicable standard of conduct set forth in Sections 5.1 and 
 
                                      -15-
<PAGE>
 
5.2 hereof. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
 
     5.4  Advancement of Expenses.  The Company may advance expenses (including
          -----------------------                                              
attorneys' fees) incurred by a director or officer in advance of the final
disposition of such action, suit or proceeding upon the receipt of an
undertaking by or on behalf of the director of officer to repay such amount if
it shall ultimately be determined that such director or officer is not entitled
to indemnification.  The Company may advance expenses (including attorneys'
fees) incurred by an employee or agent in advance of the final disposition of
such action, suit or proceeding upon such terms and conditions, if any, as the
Board of Directors deems appropriate.
 
     5.5  Claims.  If a claim for indemnification or payment of expenses under
          ------                                                              
this Article 5 is not paid with 60 days after a written claim therefor is
received by the Company, the claimant may recover the unpaid amount of such
claim and, if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting the claim.  In any such action, the Company shall have
the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.
 
     5.6  Insurance.  The Company shall have power to purchase and maintain
          ---------                                                        
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Company would have the power to indemnify him against
such liability under the provisions of this Article.
 
 
                         ARTICLE 6 - General Provisions
                         ------------------------------
 
     6.1  Fiscal Year.   Except as from time to time otherwise designated by the
          ------------                                                          
Board of Directors, the fiscal year of the Company shall begin on the first day
of January in each year and end on the last day of December in each year.
 
     6.2  Corporate Seal.  The corporate seal shall be in such form as shall be
          ---------------                                                      
approved by the Board of Directors.
 
     6.3  Waiver of Notice.  Whenever any notice whatsoever is required to be
          -----------------                                                  
given by law, by the Certificate of Incorporation or by these By-Laws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver, or
the appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.
 
     6.4  Voting of Securities.  Except as the directors may otherwise
          ---------------------                                       
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act 
 
                                      -16-
<PAGE>
 
as, proxy or attorney-in-fact for this Company (with or without power of
substitution) at, any meeting of stockholders or shareholders of any other
Company or organization, the securities of which may be held by this Company.
 
     6.5  Evidence of Authority.  A certificate by the Secretary, or an
          ----------------------                                       
Assistant Secretary, or a temporary Secretary as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
Company shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.
 
     6.6  Certificate of Incorporation.  All references in these By-Laws to the
          -----------------------------                                        
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the Company, as amended and in effect from time to time.
 
     6.7  Transactions with Interested Parties.  No contract or transaction
          -------------------------------------                            
between the Company and one or more of the directors or officers, or between the
Company and any other Company, partnership, association, another organization in
which one or more of the directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the Board of Directors or a committee of the Board of Directors which
authorizes the contract or transaction or solely because his or their votes are
counted for such purpose, if:
 
          (1)  The material facts as to his relationship or interest and as to
               the contract or transaction are disclosed or are known to the
               Board of Directors or the committee, and the Board or committee
               in good faith authorizes the contract or transaction by the
               affirmative votes of a majority of the disinterested directors,
               even though the disinterested directors be less than a quorum;
 
          (2)  The material facts as to his relationship or interest and as to
               the contract or transaction are disclosed or are known to the
               stockholders entitled to vote thereon, and the contract or
               transaction is specifically approved in good faith by vote of the
               stockholders; or
 
          (3)  The contract or transaction is fair as to the Company as of the
               time it is authorized, approved or, ratified, by the Board of
               Directors, a committee of the Board of Directors, or the
               stockholders.
 
     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
 
     6.8  Severability.  Any determination that any provision of these By-Laws
          -------------                                                       
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.
 
                                      -17-
<PAGE>
 
     6.9  Pronouns.  All pronouns used in these By-Laws shall be deemed to refer
          ---------                                                             
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.
 
                             ARTICLE 7 - Amendments
                             ----------------------
 
     7.1  By the Board of Directors.  These By-Laws may be altered, amended or
          --------------------------                                          
repealed or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.
 
     7.2  By the Stockholders.  These By-Laws may be altered, amended or
          --------------------                                          
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the Company issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.  Notwithstanding the foregoing, the affirmative
vote of the holders of at least 66-2/3% of the outstanding stock shall be
required to alter, amend or repeal Sections 2.2 and 2.3 of Article 2.
 
                                      -18-
 
 
 
 
 
                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                OF AUDIBLE, INC.
 
 
     AUDIBLE, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:
 
     FIRST:    In a meeting duly called on April 18, 1999, the Board of
Directors of the Corporation adopted resolutions pursuant to Section 242 of the
General Corporation Law of the State of Delaware, setting forth amendments to
the Certificate of Incorporation of the Corporation (the "Certificate") and
declaring said amendments to be advisable.  The stockholders of the Corporation
duly approved the proposed amendments in accordance with Section 242 of the
General Corporation Law of the State of Delaware by written consent in lieu of a
meeting, dated April 22, 1999, pursuant to and in accordance with Section 228 of
the General Corporation Law of the State of Delaware.  The resolutions setting
forth the amendments are as follows:
 
          RESOLVED: That the first paragraph of Article FOURTH of the
          --------
Certificate of Incorporation be and hereby is deleted in its entirety and
replaced as follows:
 
          "FOURTH:  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is (i) 50,000,000 shares of common
stock, $.01 par value per share (the "Common Stock") and (ii) 19,843,000 shares
of preferred stock, $.01 par value per share (the "Preferred Stock"), of which
(i) 534,000 shares are designated Series A Convertible Preferred Stock, $.01 par
value per share (the "Series A Stock"), (ii) 534,000 shares are designated
Series A-1 Convertible Preferred Stock, par value $.01 per share (the "Series A-
1 Preferred Stock"); (iii) 2,100,000 shares are designated Series B Preferred
Stock, $.01 par value per share (the "Series B Preferred Stock"); (iv) 2,300,000
shares are designated Series C Preferred Stock, $.01 par value per share (the
"Series C Preferred Stock"), and (v) 4,375,000 shares are designated Series D
Preferred Stock, par value $.01 par value per share (the "Series D Preferred
Stock").  As used herein, the term "Series A Preferred Stock" means the Series A
Stock and the Series A-1 Preferred Stock share-for-share alike and without
distinction, as except as the context otherwise requires."
 
          RESOLVED: The following paragraph be inserted as the new first
          --------
paragraph under Article FOURTH (B) of the Certificate of Incorporation:
 
          "B.  Preferred Stock.
               ---------------
 
          The Board of Directors expressly is authorized, subject to limitations
prescribed by the Delaware General Corporation Law and the provisions of the
Certificate of
<PAGE>
 
Incorporation of the Corporation, to provide, by resolution and by filing a
certificate pursuant to the Delaware General Corporation Law, for the issuance
from time to time of the shares of Preferred Stock in one or more series, to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and other rights of the
shares of each such series and to fix the qualifications, limitations and
restrictions thereon, including, but without limiting the generality of the
foregoing, the following:
 
          (1) the number of shares constituting that series and the distinctive
designation of that series;
 
          (2) the dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;
 
          (3) whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
 
          (4) whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the Board of Directors shall determine;
 
          (5) whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the dates upon or
after which they shall be redeemable, and the amount per share payable in case
of redemption, which amount may vary under different conditions and at different
redemption rates;
 
          (6) whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
 
          (7) the rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that series;
and
 
          (8) any other relative powers, preferences, and rights of that series,
and qualifications, limitations or restrictions on that series."
 
     SECOND:   This amendment to Certificate of Incorporation shall be effective
as of the date set forth below.
 
                                      -2-
<PAGE>
 
     IN WITNESS WHEREOF, Audible, Inc. has caused this Certificate to be signed
by Andrew J. Huffman, its President and Chief Executive Officer this 22nd day of
April, 1999.
 
 
                              AUDIBLE, INC.
 
 
 
                              By: /s/  Andrew J. Huffman
                                  -------------------------------------
                                  Andrew J. Huffman
                                  President and Chief Executive Officer