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                                                                  EXHIBIT 10.7.2


                                 Amendment No. 5
              to CRS Marketing, Services and Development Agreement

This Amendment No. 5 to the CRS Marketing, Services and Development Agreement
(the "Amendment") is entered into as of October 22, 2001 (the "Amendment
Effective Date"), by and between Expedia, Inc. ("EI"), a Washington corporation
with its principal office at 13810 SE Eastgate Way, Suite 400, Bellevue, WA
98005, and Worldspan, L.P., a Delaware limited partnership ("Worldspan"), with
its principal office at 300 Galleria Parkway, NW, Atlanta, Georgia 30339.

                                    Recitals

     Microsoft Corporation ("Microsoft") and Worldspan entered into that certain
CRS Marketing, Services and Development Agreement dated December 15, 1995, as
amended by the parties pursuant to that certain Amendment No. 1 dated January 1,
1997, Amendment No. 2 dated July 1, 1998, Amendment No. 3 dated April 1, 1999
and Amendment No. 4 dated July 1, 2001 (collectively, the "Agreement").

     Microsoft's rights and obligations under the Agreement have been assigned
to and assumed by EI, which is the successor in interest to Microsoft for all
purposes relating to the Agreement.

     EI and Worldspan now desire to modify the Agreement as set forth herein.

     Now, Therefore, in consideration of the above recitals, the mutual
undertakings of the parties as contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Amendment hereby agree as follows:

     1.   Revenue Share
          -------------

          Effective as of July 1, 2001, Paragraph A of Schedule 11.1, attached
     as Appendix 1 to Amendment No. 4 of the Agreement shall be deleted and
     replaced in its entirety by the following Paragraph A:

     "A.  Air Segment Revenue Share
          -------------------------

     WORLDSPAN shall pay EI a revenue share for Net Domestic Air Segments and
     Net International Air Segments based on the number and type of segments in
     accordance with the following:

              -------------------------------------------------------
                     Type of Net Segment               Revenue Share
              -------------------------------------------------------
               [*]                                         [*]
              -------------------------------------------------------
               [*]                                         [*]
              -------------------------------------------------------

[*]  The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request and has been filed separately with the Securities
and Exchange Commission.

                                       1

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     Effective as of July 1, 2002, [*]. In order to effectuate such change, the
     party desiring the change shall provide the other party with thirty (30)
     days' prior written notice. The change [*] shall be made on the first day
     of the month following the expiration of the thirty (30) day notice period.

     In the event [*]. In the event [*]. If the parties are unable to agree [*].

     2.   Definitions

          Effective as of July 1, 2001, Paragraph F of Schedule 11.1 attached as
     Appendix 1 to Amendment No. 4 of the Agreement is amended by adding the
     following new definition:

          "Net Average Yield" means the average Airline Fees received by
           -----------------
     Worldspan from Participating Airlines for Net Domestic Air Segments booked
     made by Expedia users over the immediately preceding six (6) consecutive
     months.

     3.   Confidentiality
          ---------------

     This Amendment shall be considered Confidential Information according to
the Agreement.

[*]  The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request and has been filed separately with the Securities
and Exchange Commission.

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     4.   Effective Date
          --------------

          Except as provided in this Amendment, the provisions of this Amendment
     shall be effective as of the Amendment Effective Date.

     5.   Continuation of Agreement
          -------------------------

          Except as provided in this Amendment, the Agreement shall continue in
     full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized undersigned representatives as of the date first above
written.


Expedia, Inc.                           Worldspan, L.P.

By: /s/ Gregory S. Stanger              By: /s/ Sue Powers
   --------------------------------        -------------------------------------

Print Name: Gregory S. Stanger          Print Name: Sue Powers
           ------------------------                -----------------------------


Title: Senior Vice President and        Title: Senior Vice President and General
       ----------------------------            ---------------------------------
       Chief Financial Officer                 Manager - Worldwide E-Commerce
       ----------------------------            ---------------------------------

 [*]  The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request and has been filed separately with the Securities
and Exchange Commission.

                                      3