UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

-----------------------------------------X
										
PGMEDIA, INC., dlb/a NAME.SPACE,		
										
	Plaintiff,				97 Civ. 1946 (RPP)
										
			v.							
										
						
NETWORK SOLUTIONS, INC. and,
NATlONAL SCIENCE FOUNDATION,				
						
	Defendant.		
											
-----------------------------------------X
 Defendant National Science Foundation ("NSF"), by its
 Attorney, Mary Jo White, United States Attorney for the Southern
 District of New York, answers the Second Amended Complaint, upon
 information and belief, as follows:
 
 
           1.   The allegations contained in paragraph 1 of the
 Second Amended Complaint set forth legal conclusions for which no
 response is required, except that NSF (1) denies that the domain
 name format is arcane or arbitrarily limited; and (2) admits that
 there was a time when the Internet was exclusively operated and
 controlled by military,  governmental  and educational  research
 facilities.
 
           2.   The allegations contained in paragraph 2 of the
 Second Amended Complaint set forth legal conclusions or requests
 for relief for which no response is required, except that NSF (1)
 denies that Network Solutions, Inc.  ("NSI") exclusively controls



 and operates the root zone file; (2) respectfully refers this Court
 to NSF's June 25, 1997 and August 11, 1997 letters to NSI, for an
 accurate statement of NSF's response to NSI's request to add new
 generic top level domain names to the root zone file; (3) denies
 that NSF injected itself into the dispute between NSI and PGMedia,
 Inc. ("PGMedia"); (4) denies that NSF has acted without authority
 or in violation of the First Amendment; (5) denies that PGMedia is
 seeking narrowly tailored relief; and (6) denies that PGMedia is
 entitled to the relief sought as against NSF.

          3.   NSF lacks sufficient knowledge or information to form
 a belief as to the truth of the allegations contained in paragraph 3
 of the Second Amended Complaint.

          4.   NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in
 paragraph 4 of the Second Amended Complaint, except that NSF denies
 that NSI exclusively controls and operates the root zone file.

          5.   NSF admits the allegations contained in paragraph 5
 of  the  Second  Amended  Complaint,  except  that  the  statements
 regarding the authority for NSF's joinder in this litigation are
 legal conclusions for which no response is required.

          6.   The allegations contained in paragraph 6 of the
 Second Amended Complaint set forth legal conclusions for which no
 response is required.  To the extent a response might be deemed
 required, NSF lacks sufficient knowledge or information to form a
 belief as to the truth of the allegations contained in paragraph 6.

                                2

          7.   The allegations contained in paragraph 7 of the
 Second Amended Complaint set forth legal conclusions for which no
 response is required, except that NSF (1) admits that the domain
 name system is international in scope; and (2) denies that the
 domain name system extends to every host on the Internet.

          8.   The allegations contained in paragraph 8 of the
 Second Amended Complaint set forth legal conclusions for which
 no response is required.

          9.   The allegations contained in paragraph 9 of the
 Second Amended Complaint set forth legal conclusions for which
 no response is required.

          10.  NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in
 paragraph 10 of the Second Amended Complaint,  except that NSF
 admits (1) that the Internet had its origins in a network created
 in the 1960s by the Advanced Research Project Agency; and (2) that
 the network was designed to be redundant.

          11.  NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in
 paragraph 11 of the Second Amended Complaint,  except that NSF
 admits that a communication standard was developed and implemented.

          12.  NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in the
 first  two  sentences  of  paragraph  12  of  the  Second  Amended
 Complaint, except that NSF admits that the Transmission Control
 Protocol  was  implemented  on  the  ARPANET.    NSF  admits  the

                                3

 allegations contained in the third sentence of paragraph 12.  The
 fourth sentence of paragraph 12 is a statement of nomenclature that
 requires no response.

          13.  NSF denies the allegations contained in paragraph 13
 of the Second Amended Complaint, except that NSF admits (1) that
 the domain name entered by the requesting host equates to a
 corresponding IP address, and (2)  that the requesting host may
 communicate directly with the host at the IP address corresponding
 to the domain name originally entered.

          14.  NSF denies the allegations contained in paragraph 14
 of the Second Amended Complaint, except that NSF (1) admits that
 the domain name was divided into hierarchical fields, separated by
 periods; and (2) admits that the field farthest right in the domain
 name is known as the "top level domain" or "TLD."

          15.  NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in the
 first  two  sentences  of  paragraph  15  of  the  Second  Amended
 Complaint.   NSF denies the allegations contained in the third
 sentence  of  paragraph  15,  except  that  NSF  lacks  sufficient
 knowledge or information to form a belief as to the truth of the
 allegation that PGMedia does not claim any exclusivity with respect
 to the "PGM Shared TLDs."

          16.  NSF denies the allegations contained in paragraph 16
 of the Second Amended Complaint, except that NSF lacks sufficient
 knowledge or information to form a belief as to the truth of the
 allegation contained in sentence five of that paragraph.

                               4

          17.  NSF denies the allegations contained in paragraph 17
 of the  Second Amended Complaint,  except that the allegations
 regarding the existence of an essential facility set forth legal
 conclusions for which no response is required.

          18.  As to the first sentence of paragraph 18 of the
 Second Amended Complaint, NSF (1) admits that the United States of
 America (represented by NSF) entered into Cooperative Agreement No.
 NCR-9218742  (the "Cooperative Agreement") with NSI on or about
 January  1,  1993,  and  respectfully  refers  the  Court  to  that
 agreement for an accurate statement of its contents; and (2) denies
 that NSI was given exclusive control of the root nameservers and
 the root zone file.  NSF denies the allegations contained in the
 second sentence of paragraph 18, except admits that the root zone
 file are maintained exclusively by NSI.  The remainder of paragraph
 18 sets forth legal conclusions for which no response is required,
 except that NSF (1) denies that it did not reserve to itself or any
 other Government agency any control or authority with respect to
 changes to the top level domain namespace; and (2) admits that the
 Cooperative Agreement was amended on or about September 13, 1995,
 and respectfully refers the Court to the text of that amendment for
 an accurate statement of its contents.

          19.  As  to  the  allegations  contained  in  the  first
 sentence of paragraph 19 of the Second Amended Complaint, NSF
 respectfully refers the Court to the text of the Cooperative
 Agreement and its amendments for an accurate statement of their
 contents.  The second sentence of paragraph 19 sets forth a legal

                               5

 conclusion for which no response is required.   NSF denies the
 allegations contained in the third sentence of paragraph 19.  The
 fourth sentence of paragraph 19 sets forth legal conclusions for
 which no response is required, except that NSF respectfully refers
 the  Court to  the  text  of  the  Cooperative Agreement  and  its
 amendments for an accurate statement of their contents.

          20.  The allegations contained in paragraph 20 of the
 Second Amended Complaint set forth legal conclusions for which no
 response is required, except that NSF (1) denies that there has
 been  any  "total  disengagement"  by  NSF;  (2)  lacks  sufficient
 knowledge or information to form a belief as to whether there is
 considerable dissatisfaction within the Internet community over the
 domain name registration system;  (3)  denies that NSF no longer
 maintains any authority regarding the changes to the root zone file
 sought by PGMedia; and (4) denies that NSF's actions have violated
 the First Amendment.

          21.  NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in the
 first three sentences  of paragraph  21  of the Second Amended
 Complaint,  except that NSF  (1)  admits that there has been an
 increased demand for domain name registration services; (2) denies
 that the top level domain names are arbitrarily limited; and (3)
 denies that NSI has exclusive control of the root zone file.  NSF
 denies the allegations contained in the remainder of paragraph 21.

                               6

          22.  NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in
 paragraph 22 of the Second Amended Complaint.
           23.  NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in the
 first, second, and fifth sentences of paragraph 23 of the Second
 Amended Complaint, except that NSF denies (1) that the top level
 domain names are arbitrarily limited; and (2) that "PGM's shared
 TLDs" will enable new and expanded modes of political speech.  NSF
 denies the allegations contained in the remainder of paragraph 23.

          24.  NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in the
 first, second, and fifth sentences of paragraph 24 of the Second
 Amended Complaint.   NSF denies the allegations contained in the
 remainder of paragraph 24.

          25.  NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in
 paragraph 25 of the Second Amended Complaint.

          26.  NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in
 paragraph 26 of the Second Amended Complaint.

          27.  NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in the
 first sentence of paragraph 27 of the Second Amended Complaint.
 The second sentence of paragraph 27 sets forth legal conclusions
 for which no response is required.

                               7

          28.  NSF denies the allegations contained in the first
 sentence of paragraph 28 of the Second Amended Complaint.   The
 second sentence of paragraph 28 sets forth a legal conclusion for
 which no response is required.

          29.  The first three sentences of paragraph 29 of the
 Second Amended Complaint set forth legal conclusions for which no
 response is required.  As to the fourth sentence of paragraph 29,
 NSF respectfully refers the Court to NSI's March 17, 1997 letter to
 PGMedia for an accurate statement of its contents.   The fifth
 sentence of paragraph 29 sets forth legal conclusions for which no
 response is required.

          30.  As to the first sentence of paragraph 30 of the
 Second Amended Complaint, NSF respectfully refers the Court to
 PGMedia's March 11, 1997 letter to NSI for an accurate statement of
 its contents.  The second sentence of paragraph 30 sets forth legal
 conclusions for which no response is required, except that NSF (1)
 denies that PGMedia seeks narrowly tailored relief; and (2) admits
 that granting PGMedia the relief sought herein will greatly expand
 the number of generic top level domain names.

          31.  NSF lacks sufficient knowledge or information to
 form a belief as to the truth of the allegations contained in the
 first sentence of paragraph 31 of the Second Amended Complaint.  As
 to the second sentence of paragraph 31, NSF respectfully refers the
 Court to NSI's March 17, 1997 letter to PGMedia for an accurate
 statement of its contents.   The remainder of paragraph 31 sets
 forth legal conclusions for which no response is required.

                              8

          32.  As to the first sentence of paragraph 32 of the
 Second Amended Complaint, NSF respectfully refers the Court to
 NSI's June 10, 1997 letter to NSF for an accurate statement of its
 contents.  The second sentence of paragraph 32 sets forth legal
 conclusions for which no response is required, except that NSF
 denies that NSI's proposal would allow for unlimited top level
 domain names.

          33.  As to paragraph 33 of the Second Amended Complaint,
 NSF respectfully refers the Court to NSF's June 25, 1997 letter to
 NSI for an accurate statement of its contents.

          34.  As to paragraph 34 of the Second Amended Complaint,
 NSF respectfully refers the Court to NSI's July 10, 1997 letter to
 NSF for an accurate statement of its contents.

          35.  As to paragraph 35 of the Second Amended Complaint,
 NSF respectfully refers the Court to NSF's August 11, 1997 letter
 to NSI for an accurate statement of its contents.

          36.  As to paragraph 36 of the Second Amended Complaint,
 NSF respectfully refers the Court to PGMedia's September 4, 1997
 letter to NSF, and to NSF's September 12, 1997 letter to PGMedia,
 for an accurate statement of their contents.

          37.  The first three sentences of paragraph 37 of the
 Second Amended Complaint set forth legal conclusions for which no
 response is required, except that NSF admits that it has asserted
 that it is authorized to restrict addition of new top level domain
 names.  As to the fourth sentence of paragraph 37, NSF respectfully
 refers the Court to NSF's June 25 and August 11, 1997 letters to

                               9

 NSI, and to NSF's September 12,  1997 letter to PGMedia, for an
 accurate statement of their contents.   The fifth sentence of
 paragraph 37 sets forth legal conclusions for which no response is
 required, except that NSF denies that its actions have violated the
 First Amendment.

          38.  The allegations contained in paragraphs 38 through
 51 of the Second Amended Complaint set forth legal conclusions for
 which no response is required.

          39.  As to paragraph 52 of the Second Amended Complaint,
 NSF repeats and realleges paragraphs 1 through 38 above as if
 fully set forth herein.

          40.  The allegations contained in paragraph 53 of the
 Second Amended Complaint set forth legal conclusions for which no
 response is required, except that NSF respectfully refers the Court
 to NSF's June 25 and August 11, 1997 letters to NSI, and to NSF's
 September 12, 1997 letter to PGMedia, for an accurate statement of
 their contents.

          41.  The allegations contained in paragraph 54 of the
 Second Amended Complaint set forth legal conclusions for which no
 response is required, except that NSF (1) denies that its actions
 have violated the First Amendment; and (2) denies that PGMedia has
 been irreparably harmed by NSF's actions.

          42.  The allegations contained in paragraph 55 of the
 Second Amended Complaint set forth legal conclusions for which no
 response is required, except that NSF (1) respectfully refers the
 Court to NSF's June 25 and August 11, 1997 letters to NSI, and to

                                 10

 NSF's  September  12,  1997  letter  to  PGMedia,  for an accurate
 statement of their contents; (2) respectfully refers the Court to
 5 U.S.C. section 702 -and 28 U.S.C. section 2201 for an accurate statement of
 their contents; (3) denies that its actions have unconstitutionally
 limited speech rights; and (4) denies that PGMedia is entitled to
 the declaratory relief it seeks as against NSF.

          43.  Paragraphs 1 through 5 of pages 35 and 36 of the
 Second Amended Complaint set forth the substantive relief sought by
 PGMedia,  as to which no response is required,  except that NSF
 denies that PGMedia is entitled to the relief sought as against
 NSF.

                               First Defense

          The Second Amended Complaint fails to state a claim upon
 which relief may be granted.

                               Second Defense

          PGMedia lacks standing to assert some or all of its claims.

                               Third Defense

          The Court should abstain from considering this matter
 (or, in the alternative, this matter should be stayed) pending the
 conclusion of ongoing executive,  legislative, and international
 processes designed to address the domain name system.

                               Fourth Defense

          PGMedia has no right to a jury trial with respect to its
claims against NSF.

                               11

          WHEREFORE, having fully answered, NSF submits PGMedia is
 not entitled to the relief prayed for in the Second Amended
 Complaint, or to any other relief, and that the Second Amended
 Complaint should be dismissed with prejudice,  with costs and
 disbursements awarded to NSF.
Dated: New York, New York
November 17, 1997

MARY JO WHITE
United States Attorney for the
Southern District of New York
Attorney for Defendant National
Science Foundation

BY :

STEVEN M. HABER (SH-8315)
Assistant United States Attorney
100 Church Street
New York, New York  10007
Tel. No.: (212) 385-4387