ARTICLES OF INCORPORATION

                                                OF

                                         INTERNET SOCIETY




To:    Department of Consumer and Regulatory Affairs
       Washington, D.C.  20001

    We, the undersigned natural persons of the age of eighteen years or
more, acting as incorporators of a corporation, adopt the following
Articles of Incorporation for such corporation pursuant to the District of
Columbia Non-Profit Corporation Act:
    1. The name of the corporation is Internet Society.
    2. The period of its duration is perpetual.
    3. The purpose or purposes for which the corporation is organized are
       as follows:
    To be a non-profit corporation (without capital stock), which shall be
operated exclusively for educational, charitable and scientific purposes.
Such educational, charitable, and scientific purposes shall include
carrying on activities:
       A. To facilitate and support the technical evolution of the Internet
as a research and education infrastructure, and to stimulate the
involvement of the scientific community, industry, government and others
in the evolution of the Internet;
       B. To educate the scientific community, industry and the public at
large concerning the technology, use and application of the Internet; 
       C. To promote educational applications of Internet technology for
the benefit of government, colleges and universities, industry, and the
public at large;
       D. To provide a forum for exploration of new Internet applications,
and to stimulate collaboration among organizations in their operational
use of the global Internet.
    To exercise all the powers conferred upon corporations formed under
the District of Columbia Non-Profit Corporation Act in order to
accomplish the corporation's educational, charitable and scientific
purposes; and to take other actions necessary or convenient to effect any
or all of the purposes for which the corporation is organized.
    4. The corporation shall not issue any capital stock.
    5. The corporation shall have classes of members, and the
qualifications and rights of the members, including any right to vote,
shall be as provided in the by-laws.
    6. The board of directors of the corporation shall be known as the
Board of Trustees. Except for the initial Board of Trustees, whose names
are set forth in these Articles of Incorporation, the manner in which the
Trustees are to be elected or appointed shall be as provided in the by-
laws.
    7. Provisions for the regulation of the internal affairs of the
corporation, including provisions for the distribution of assets on
dissolution or liquidation, are:
       A. No part of the net earnings of the corporation shall inure to the
benefit of, or be distributable to, any of the Trustees or officers or
members of the corporation, or any other person, except that the
corporation shall be authorized and empowered to pay reasonable
compensation for services rendered. No substantial part of the activities
of the corporation shall be the carrying on of propaganda, or otherwise
attempting, to influence legislation. The corporation shall not participate
in, or intervene in (including the publishing or distributing of
statements), any political campaign on behalf of any candidate for public
office.
       B. The Articles of Incorporation may be amended by the affirmative
vote of at least four-fifths of the members of the Board of Trustees then
in office, except that unanimous consent of the members of the Board of
Trustees then in office shall be required for any amendment of this
Article 7.
       C. Upon the liquidation, dissolution, or winding up of the
corporation, after all of its liabilities and obligations have been paid,
satisfied and discharged, or adequate provision has been made therefor,
all of the assets of the corporation shall be distributed exclusively for
such educational, charitable and scientific purposes as the Trustees (or
such other persons as may be in charge of liquidation) shall determine,
provided that such distributions shall be made to one or more
organizations which qualify as exempt organizations under Section
501(c)(3) of the United States Internal Revenue Code as amended (or
corresponding provisions of any future United States Internal Revenue
law).
    8. The address, including street and number, of the initial registered
office of the corporation is c/o C T Corporation System, 1030 15th Street,
N.W., Washington, D.C. 20005, and the name of its initial registered
agent at such address is C T Corporation System.
    9. The number of Trustees constituting the initial Board of Trustees
of the corporation is fourteen, and the names and addresses, including
street and number, if any, of the persons who are to serve as the initial
Trustees until the first annual meeting or until their successors be
elected and qualify are:

       Charles N. Brownstein
       National Science Foundation
       1800 G Street, N.W.
       Washington, DC  20550

       Vinton G. Cerf
       CNRI
       1895 Preston White Drive, Suite 100
       Reston, Virginia  22091

       A. Lyman Chapin
       Bolt Beranek & Newman
       70 Fawcett Street
       Cambridge, Massachusetts  02138

       Ira Fuchs
       Princeton University
       220 Nassau Hall
       Princeton, New Jersey  08544

       Frode Greisen
       UNI-C, Technical University
       Lyngby, DK 2800, Denmark

       Geoff Huston
       Australian Academic and Research Network
       P.O. Box 1142
       Canberra, ACT 2601, Australia

       Robert E. Kahn
       1895 Preston White Drive, Suite 100
       Reston, Virginia  22091

       Tomaz Kalin
       RARE Secretariat 
       466 - 468 SINGEL
       Amsterdam, Netherlands

       Kenneth M. King
       EDUCOM
       1112 16th Street, N.W., Suite 600
       Washington, DC  20036

       Lawrence H. Landweber
       University of Wisconsin
       1210 W. Dayton Street
       Madison, Wisconsin  53706

       Kees Neggers
       SURFnet bv
       Godebaldkwartier 24
       3511 DX Utrecht, Netherlands

       Michael M. Roberts
       EDUCOM
       1112 16th Street, N.W., Suite 100
       Washington, DC  20036

       Anthony M. Rutkowski
       Sprint International
       12490 Sunrise Valley Drive
       Reston, Virginia  22096


    10.  The name and address, including street and number, if any, 
of each incorporator is:



        NAME                                    ADDRESS 

       Robert E. Kahn                          1895 Preston White Drive
                                               Reston, Virginia  22091

       Kenneth M. King                         1112 16th Street, N.W.
                                               Washington, DC  20036

       Juergen Harms                           24 rue Ge'ne'ral Dufour
                                               Geneva CH-1204, Switzerland