Amend #1 To Audible Bylaws

EXHIBIT 3.3.1


AMENDMENT NO. 1
TO
AUDIBLE INC.
BY-LAWS


WHEREAS, pursuant to ARTICLE VIII of the By-Laws of Audible Inc., a Delaware corporation (the "Company"), the Company's By-Laws may be amended from time to time by the Board of Directors at any regular or special meeting (or by written action in lieu thereof); and


WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company to amend its By-Laws to allow the Board of Directors to increase the number of directors constituting the Board of Directors;


WHEREAS, by written consent in lieu of a special meeting of the Board of Directors, the following amendment to the By-Laws was adopted.


NOW THEREFORE, the ...