AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              SPORTSLINE USA, INC.

                 (ORIGINALLY INCORPORATED ON FEBRUARY 23, 1994)



                                   ARTICLE I

         The name of the corporation is SPORTSLINE USA, INC. (hereinafter called
the "Company").

                                  ARTICLE II

         The address of the Company's registered office in the State of Delaware
is 32 Lookerman Square, Suite L-100, City of Dover, County of Kent and the name
of its registered agent at such address is The Prentice-Hall Corporation System,
Inc.

                                 ARTICLE III

         The purpose for which the Company is formed is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

                                  ARTICLE IV

         This Amended and Restated Certificate of Incorporation shall be
effective at ____ a.m. on ____________, 1997.


                                   ARTICLE V

         The aggregate number of shares of all classes of capital stock which
this Company shall have authority to issue is 51,000,000, consisting of (i)
50,000,000 shares of common stock, par value $0.01 per share (the "Common
Stock"), and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share
(the "Preferred Stock").

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         The designations and the preferences, limitations and relative rights
of the Preferred Stock and the Common Stock of the Company are as follows:

         A.     PROVISIONS RELATING TO THE PREFERRED STOCK.

                  1. The Preferred Stock may be issued from time to time in
one or more classes or series, the shares of each class or series to have such
designations and powers, preferences and rights, and qualifications, limitations
and restrictions thereof as are stated and expressed herein and in the
resolution or resolutions providing for the issue of such class or series
adopted by the Board of Directors (the "Board") as hereinafter prescribed.

                  2. Authority is hereby expressly granted to and vested in
the Board to authorize the issuance of the Preferred Stock from time to time in
one or more classes or series, to determine and take necessary proceedings fully
to effect the issuance and redemption of any such Preferred Stock, and, with
respect to each class or series of the Preferred Stock, to fix and state by the
resolution or resolutions from time to time adopted providing for the issuance
thereof the following:

                           (a) whether or not the class or series is to have
voting rights, full or limited, or is to be without voting rights;

                           (b) the number of shares to constitute the class or
series and the designations thereof;

                           (c) the preferences and relative, participating,
optional or other special rights, if any, and the qualifications, limitations or
restrictions thereof, if any, with respect to any class or series;

                           (d) whether or not the shares of any class or series
shall be redeemable and if redeemable the redemption price or prices, and the
time or times at which and the terms and conditions upon which such shares shall
be redeemable and the manner of redemption;

                           (e) whether or not the shares of a class or series
shall be subject to the operation of retirement or sinking funds to be applied
to the purchase or redemption of such shares for retirement, and if such
retirement or sinking fund or funds be established, the annual amount thereof
and the terms and provisions relative to the operation thereof;

                           (f) the dividend rate, whether dividends are payable
in cash, stock of the Company, or other property, the conditions upon which and
the times when such dividends are payable, the preference to or the relation to
the payment of the dividends payable on any other class or classes or series of
stock, whether or not such dividend shall be cumulative or noncumulative, and if
cumulative, the date or dates from which such dividends shall accumulate;

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                           (g) the preferences, if any, and the amounts thereof
which the holders of any class or series thereof shall be entitled to receive
upon the voluntary or involuntary dissolution of, or upon any distribution of
the assets of, the Company;

                           (h) whether or not the shares of any class or series
shall be convertible into, or exchangeable for, the shares of any other class or
classes or of any other series of the same or any other class or classes of
stock of the Company and the conversion price or prices or ratio or ratios or
the rate or rates at which such conversion or exchange may be made, with such
adjustments, if any, as shall be stated and expressed or provided for in such
resolution or resolutions; and

                           (i) such other special rights and protective
provisions with respect to any class or series as the Board may deem advisable.

         The shares of each class or series of the Preferred Stock may vary from
the shares of any other series thereof in any or all of the foregoing respects.
The Board may increase the number of shares of the Preferred Stock designated
for any existing class or series by a resolution adding to such class or series
authorized and unissued shares of the Preferred Stock not designated for any
other class or series. The Board may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a resolution,
subtracting from such series unissued shares of the Preferred Stock designated
for such class or series, and the shares so subtracted shall become authorized,
unissued and undesignated shares of the Preferred Stock.

         B.     PROVISIONS RELATING TO THE COMMON STOCK.

                  1. Except as otherwise required by law or as may be provided
by the resolutions of the Board authorizing the issuance of any class or series
of Preferred Stock, as hereinabove provided, all rights to vote and all voting
power shall be vested exclusively in the holders of the Common Stock.

                  2. Subject to the rights of the holders of the Preferred
Stock, the holders of the Common Stock shall be entitled to receive when, as and
if declared by the Board, out of funds legally available therefor, dividends
payable in cash, stock or otherwise.

                  3. Upon any liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary, and after the holders of the
Preferred Stock shall have been paid in full the amounts to which they shall be
entitled (if any) or a sum sufficient for such payment in full shall have been
set aside, the remaining net assets of the Company shall be distributed pro rata
to the holders of the Common Stock in accordance with their respective rights
and interests to the exclusion of the holders of the Preferred Stock.

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         C.     GENERAL PROVISIONS.

                  1. Except as may be provided by the resolutions of the Board
authorizing the issuance of any class or series of Preferred Stock, as
hereinabove provided, cumulative voting by any stockholder is hereby expressly
denied.

                  2. No stockholder of the Company shall have, by reason of
its holding shares of any class or series of stock of the Company, any
preemptive or preferential rights to purchase or subscribe for any other shares
of any class or series of the Company now or hereafter to be authorized, and any
other equity securities, or any notes, debentures, warrants, bonds, or other
securities convertible into or carrying options or warrants to purchase shares
of any class, now or hereafter to be authorized, whether or not the issuance of
any such shares, or such notes, debentures, bonds or other securities, would
adversely affect the dividend, voting or other rights of such stockholder.

                                  ARTICLE VI

         A. NUMBER AND TERM OF DIRECTORS. The Company's Board shall consist of
not less than three directors, with the exact number to be fixed from time to
time by resolution of the Board. 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 or more directors. No decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director. The Board shall be divided into three classes, Class I,
Class II and Class III. The number of directors elected to each class shall be
determined by the Board and shall be as nearly equal in number as possible. The
Board shall apportion any increase or decrease in the number of directorships
among the classes so as to make the number of directors in each class as nearly
equal as possible. Each director in Class I shall be elected to an initial term
to expire at the annual meeting next ensuing, each director in Class II shall be
elected to an initial term to expire one year thereafter, and each director in
Class III shall be elected to an initial term to expire two years thereafter, in
each case and until his or her successor is duly elected and qualified or until
his or her earlier resignation, death or removal from office. Upon the
expiration of the initial terms of office for each class of directors,
respectively, the directors of each class shall be elected for a term of three
years to serve until their successors are duly elected and qualified or until
their earlier resignation, death or removal from office.

         B. DIRECTOR VACANCIES; REMOVAL. Whenever any vacancy on the Board
shall occur due to death, resignation, retirement, disqualification, removal,
increase in the number of directors, or otherwise, only a majority of directors
in office, although less than a quorum of the entire Board, may fill the vacancy
or vacancies for the balance of the unexpired term or terms, at which time a
successor or successors shall be duly elected by the stockholders and qualified.
Stockholders shall not, and shall have no power to, fill any vacancy on the
Board. Stockholders may remove a director from office prior to the expiration of
his or her term, but only for "cause" by an affirmative vote of at least eighty
percent (80%) of the combined voting power of the

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outstanding shares of capital stock of the Company entitled to vote for the
election of directors, voting together as a single class.

         C. AMENDMENT, ALTERATION OR REPEAL. The affirmative vote of at least
eighty percent (80%) of the combined voting power of the outstanding shares of
capital stock of the Company entitled to vote for the election of directors,
voting together as a single class, shall be required to amend, alter or repeal,
or adopt any provision inconsistent with, this Article VI.

                                 ARTICLE VII

         A. ACTION BY STOCKHOLDERS WITHOUT MEETING. Any action required or
permitted to be taken by the stockholders of the Company must be effected at a
duly called annual or special meeting of stockholders of the Company and may not
be effected by any consent in writing by such stockholders.

         B. SPECIAL MEETINGS OF STOCKHOLDERS. Special meetings of stockholders
of the Company may be called only by the Chairman of the Board or the Chief
Executive Officer of the Company or by the Board pursuant to a resolution
approved by a majority of the entire Board. Only business within the purpose or
purposes described in the notice required by Section 222 of the Delaware General
Corporation Law may be conducted at a special meeting of stockholders.

         C. STOCKHOLDER NOMINATIONS AND PROPOSALS. Advance notice of stockholder
nominations for the election of directors and of business to be brought by
stockholders before any meeting of stockholders of the Company shall be given in
the manner provided by the ByLaws of the Company.

         D. AMENDMENT, ALTERATION OR REPEAL. The affirmative vote of at least
eighty percent (80%) of the combined voting power of the outstanding shares of
capital stock of the Company entitled to vote for the election of directors,
voting together as a single class, shall be required to amend, alter or repeal,
or adopt any provision inconsistent with, this Article VII.

                                ARTICLE VIII

         No director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of the law, (iii)
under ss. 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper benefit. It is the
intent that this provision be interpreted to provide the maximum protection
against liability afforded to directors under the Delaware General Corporation
Law in existence either now or hereafter.

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                                  ARTICLE IX

         The Company shall indemnify and shall advance expenses to its officers
and directors to the fullest extent permitted by law in existence either now or
hereafter.

                                   ARTICLE X

         The Directors of the Company shall have the power to adopt, amend or
repeal the bylaws of the Company.

         IN WITNESS WHEREOF, the Company has caused this Amended and Restated
Certificate of Incorporation, which restates and integrates and further amends
the Amended and Restated Certificate of Incorporation as heretofore amended and
supplemented, and which has been duly adopted and approved pursuant to Section
242 and 245 of the Delaware General Corporation Law to be signed by Michael
Levy, its President, this _____ day of ______________, 1997.

                                                      SPORTSLINE USA, INC.



                                                      By:
                                                         ---------------------
                                                           Michael Levy
                                                           President

Source: OneCLE Business Contracts.