EXHIBIT 4.1


                                    AMENDMENT

          AMENDMENT, dated as of February 21, 2000, to the Share Purchase Rights
Plan,  dated as of January 28,  1999 (the  "Rights  Agreement"),  by and between
TRAVEL SERVICES INTERNATIONAL,  INC., a Florida corporation (the "Company"), and
AMERICAN  STOCK TRANSFER & TRUST COMPANY,  a New York  corporation  (the "Rights
Agent").


                              W I T N E S S E T H:


          WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;

          WHEREAS,  the Company  wants to exempt  Airtours plc, Blue Sea Florida
Acquisition Inc. and their wholly-owned  subsidiaries from the provisions of the
Rights  Agreement in connection with that certain  Agreement and Plan of Merger,
dated as of February  21,  2000,  by and among  Airtours  plc,  Blue Sea Florida
Acquisition Inc. and the Company, as may be amended from time to time;

          WHEREAS,  pursuant to Section 26 of the Rights Agreement,  the Company
and the  Rights  Agent  may from  time to time  amend the  Rights  Agreement  in
accordance with the provisions of Section 26 thereof; and

          WHEREAS,  all  actions  necessary  to  make  this  Amendment  a  valid
agreement, enforceable according to its terms have been taken, and the execution
and delivery of this  Amendment by the Company and the Rights Agent have been in
all respects duly authorized by the Company and the Rights Agent;

          NOW,  THEREFORE,  in  consideration  of the  foregoing  and the mutual
agreements set forth herein, the Company and the Rights Agent agree as follows:

          1. (a) Amendment of Section 1(a). Section 1(a) of the Rights Agreement
is amended to add the following sentence at the end thereof:

          "Notwithstanding  anything in this Agreement to the contrary,  neither
Airtours plc nor Blue Sea Florida  Acquisition  Inc. nor any of their Affiliates
or  Associates  (as  defined in the Rights  Agreement)  shall be deemed to be an
Acquiring  Person by virtue of (i) the  approval,  execution  or delivery of the
Agreement  and Plan of  Merger,  dated as of  February  21,  2000,  by and among
Airtours  plc,  Blue Sea Florida  Acquisition  Inc. and the  Company,  as may be
amended  from time to time (the  "Merger  Agreement")  and the Stock  Voting and
Tender Agreement, dated as of February 21, 2000, by and among Airtours plc, Blue
Sea Florida  Acquisition Inc. and the individuals  listed on Schedule 1 thereto,
as may be amended  from time to time (the "Voting and Tender  Agreement"),  (ii)
the  consummation of the Offer (as defined in the Merger  Agreement),  (iii) the
consummation  of the Merger  (as  defined  in the  Merger  Agreement),  (iv) the
consummation  of  any of  the  other  transactions  contemplated  in the  Merger
Agreement and the Voting and Tender Agreement,  including,  without  limitation,
the voting or tendering of shares pursuant the Voting and Tender  Agreement,  or
(v) the public announcement of any of the foregoing."

          (b) Amendment of Section 1(k). Section 1(k) of the Rights Agreement is
amended to add the following sentence at the end thereof:

          "Notwithstanding  anything  in  this  Agreement  to  the  contrary,  a
Distribution  Date shall not be deemed to have occurred as the result of (i) the
approval,  execution  or  delivery  of the Merger  Agreement  and the Voting and
Tender Agreement,  (ii) the consummation of the Offer, (iii) the consummation of
the Merger, (iv) the consummation of any of the other transactions  contemplated
in the Merger Agreement and the Voting and Tender Agreement,  including, without
limitation,  the voting or  tendering  of shares  pursuant the Voting and Tender
Agreement, or (v) the public announcement of any of the foregoing (the "Airtours
Transactions")."

          (c)  Amendment  of Section 13.  Section 13 of the Rights  Agreement is
amended to add the following sentence at the end thereof:

          "Notwithstanding any other provision of this Agreement, nothing herein
shall  preclude  the  consummation  of  the  Airtours  Transactions,   and  upon
consummation of the Merger pursuant to, and in accordance with, the terms of the
Merger Agreement, all Rights shall expire and be of no further force or effect."

          2. This Amendment shall be deemed to be a contract made under the laws
of the State of Florida and for all purposes  shall be governed by and construed
in accordance with the laws of such State applicable to contracts made and to be
performed entirely within such State.

          3. Except as  hereinabove  expressly  provided,  all provisions of the
Rights Agreement shall continue in full force and effect.

          4. This Amendment may be executed in one or more  counterparts  all of
which shall be considered one and the same instrument and shall become effective
as of the date hereof when one or more  counterparts have been signed by each of
the parties and delivered to each of the other parties.



                                      * * *



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          IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to
be duly executed and attested, all as of the day and year first above written.



                                      TRAVEL SERVICES INTERNATIONAL, INC.

                                      By: /s/ Suzanne B. Bell
                                         --------------------------------
                                         Name:  Suzanne B. Bell
                                         Title:  Senior Vice President, General
                                                   Counsel and Secretary




                                      AMERICAN STOCK TRANSFER & TRUST COMPANY

                                      By: /s/ Carolyn B. O'Neill
                                         --------------------------------
                                         Name:  Carolyn B. O'Neill
                                         Title:  Vice President