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                                                                    EXHIBIT 4.2



    Form of Certificate for the Series A Cumulative Convertible Preferred Stock



                               USA NETWORKS, INC.
               INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                                PREFERRED STOCK


                                             SEE REVERSE FOR CERTAIN DEFINITIONS

                                                        CUSIP 902984 20 2





THIS CERTIFIES THAT




IS THE OWNER OF

   FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES A CUMULATIVE CONVERTIBLE
                 PREFERRED STOCK, $.01 PAR VALUE PER SHARE, OF

USA NETWORKS, INC. transferable on the books of the Company by the holder
hereof in person or by his duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to the provisions of the
Certificate of Incorporation, as now and hereafter amended, and of the
By-laws of the Company (copies thereof being on file with the Secretary of
the Company) and the holder hereof by accepting this certificate, expressly
assents thereto. This certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.

      Witness the seal of the Company and the facsimile signatures of its duly
authorized officers.

Dated:



    _____________________                                   ___________________
    CHAIRMAN OF THE BOARD                                        SECRETARY
 AND CHIEF EXECUTIVE OFFICER        [USA Networks Inc.
                                      Corporate Seal
                                           1986
                                        Delaware]



COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK
TRANSFER AGENT AND REGISTRAR


BY______________________
AUTHORIZED SIGNATURE


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                            USA NETWORKS, INC.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF THE SERIES A CUMULATIVE
CONVERTIBLE PREFERRED STOCK AND EACH OTHER CLASS OF STOCK OR SERIES THEREOF
AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<Table>
<S>                                                      <C>
TEN COM -D as tenants in common
                                                          UNIF GIFT MIN ACT-D .......... Custodian .........
TEN ENT -D as tenants by the entireties                                     (Cust)       (Minor)

JT TEN -D as joint tenants with right of                          under Uniform Gifts to Minors
survivorship and not as tenants
in common                                                         Act............................
                                                                              (State)
</Table>

    Additional abbreviations may also be used though not in the above list.

    For value received,__________________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE

__________________________


________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________shares
of the preferred stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.


Dated_______________________

                               ________________________________________________
                       NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                               WITH THE NAME AS WRITTEN UPON THE FACE OF THE
                               CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                               ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

                               ________________________________________________
      SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
                               ELIGIBLE GUARANTOR INSTITUTION (BANKS,
                               STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
                               CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
                               SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
                               TO S.E.C. RULE 17Ad-15.