OF

                                                                     Exhibit 3.6

                              AMENDED AND RESTATED
                      LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          CHELSEA HOUSE PUBLISHERS, LLC






                          CHELSEA HOUSE PUBLISHERS, LLC

            Amended and Restated Limited Liability Company Agreement

      This Amended and Restated Limited Liability Company Agreement of Chelsea
House Publishers, LLC, a Delaware limited liability company (the "LLC"), is made
as of December 10, 1999 by Haights Cross Operating Company, a Delaware
corporation (the "Member").

      WHEREAS, the LLC was formed upon the filing of the Certificate of
Formation of the LLC with the Secretary of State of the State of Delaware on
November 12, 1999;

      WHEREAS, Haights Cross Communications, LLC, a Delaware limited liability
company (the "Original Member"), was the sole member of the LLC (holding one
hundred percent (100%) of the membership interests in the LLC issued in exchange
for the capital contribution in the amount of $1,000.00) pursuant to that
certain Limited Liability Company Agreement of the LLC made as of November 12,
1999;

      WHEREAS, pursuant to that certain Merger Agreement by and among the
Original Member and Haights Cross Communications, Inc., a Delaware corporation
(the "Parent Holding Company"), the Original Member merged with and into the
Parent Holding Company effective on the date hereof;

      WHEREAS, pursuant to that certain Contribution Agreement dated as of the
date hereof by and among the Parent Holding Company and the Member, the Parent
Holding Company contributed one hundred percent (100%) of its membership
interests in the LLC to the Member;

      WHEREAS, as a result of the foregoing, the Member is now the sole member
of the LLC; and

      WHEREAS, the Member hereto desires to set forth its agreement as to the
affairs of the LLC and the conduct of its business.

      NOW, THEREFORE, in consideration of the mutual covenants expressed herein,
the Member hereby sets forth the Limited Liability Company Agreement as follows:

      1. Purposes and Powers. The LLC shall have authority to engage in any
lawful business, purpose or activity permitted by the Act, and it shall possess
and may exercise all of the powers and privileges granted by the Act or which
may be exercised by any person, together with any powers incidental thereto, so
far as such powers or privileges are necessary or convenient to the conduct,
promotion or attainment of the business purposes or activities of the LLC.

      2. Governance. The LLC shall be governed solely by the Member, or any
officers

of the LLC appointed by such Member, for all purposes under the Act. The Member,
or such officers, shall have and may exercise on behalf of the LLC all of its
rights, powers, duties and responsibilities under Section 2 or as provided by
law. Any action taken by the Member, or such officers, and the signature of the
Member, or such officers, on any agreement, contract, instrument or other
document on behalf of the LLC, shall be sufficient to bind the LLC and shall
conclusively evidence the authority of the Member, such officers and the LLC
with respect thereto.

      3. Contribution; Membership Interest.

            (a) The Member holds 100 units of membership interest ("Units") in
the LLC out of 100 Units issued, representing a one hundred percent (100%)
interest in the profits and losses of the LLC.

            (b) A Unit shall be a security governed by Article 8 of the Delaware
Uniform Commercial Code.

      4. Dissolution. The LLC shall dissolve and its affairs shall be wound up
with and only with the written consent of the Member.

      5. Amendment or Modification. This Limited Liability Company Agreement may
be amended or modified from time to time only by a written instrument signed by
the Member.

        [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT SIGNATURE PAGE


      IN WITNESS WHEREOF, the Member has executed this Amended and Restated
Limited Liability Company Agreement as of the date set forth above.

                                     HAIGHTS CROSS OPERATING COMPANY,
                                     a Delaware corporation, its member


                                     By:   /s/ Xxxxx X. Xxxxxx
                                           ____________________________________
                                           Name:  Xxxxx X. Xxxxxx
                                           Title: Chairman, President and
                                                  Chief Executive Officer