CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES
AND PRIVILEGES OF
SERIES A PARTICIPATING PREFERRED STOCK 
OF
PREVIEW TRAVEL, INC.

Pursuant to Section 151 of the General Corporation Law of the State of 
Delaware
I, Kenneth Pelowski, the Executive Vice President and Chief 
Financial Officer of Preview Travel, Inc., a corporation organized and 
existing under the General Corporation Law of the State of Delaware, in 
accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of 
Directors by the Certificate of Incorporation of the said Corporation, 
the said Board of Directors on October 28, 1998 adopted the following 
resolution creating a series of shares of Preferred Stock designated as 
Series A Participating Preferred Stock:
"RESOLVED, that pursuant to the authority vested in the Board of 
Directors of the corporation by the Certificate of Incorporation, the 
Board of Directors does hereby provide for the issue of a Series of 
Preferred Stock, $0.001 par value, of the Corporation, to be designated 
"Series A Participating Preferred Stock", initially consisting of one 
hundred thousand (100,000) shares and to the extent that the 
designations, powers, preferences and relative and other special rights 
and the qualifications, limitations and restrictions of the Series A 
Participating Preferred Stock are not stated and expressed in the 
Certificate of Incorporation, does hereby fix and herein state and 
express such designations, powers, preferences and relative and other 
special rights and the qualifications, limitations and restrictions 
thereof, as follows (all terms used herein which are defined in the 
Certificate of Incorporation shall be deemed to have the meanings 
provided therein):
Section 1.      Designation and Amount.  The shares of such series 
shall be designated as "Series A Participating Preferred Stock", par 
value $0.001 per share, and the number of shares constituting such series 
shall be one hundred thousand (100,000).
Section 2.      Dividends and Distributions.
(A)     Subject to the prior and superior right of the holders 
of any shares of any series of Preferred Stock ranking prior and superior 
to the shares of Series A Participating Preferred Stock with respect to 
dividends, the holders of shares of Series A Participating Preferred 
Stock shall be entitled to receive when, as and if declared by the Board 
of Directors out of funds legally available for the purpose, quarterly 
dividends payable in cash on the last day of March, June, September and 
December in each year (each such date being referred to herein as a 
"Quarterly Dividend Payment Date"), commencing on the first Quarterly 
Dividend Payment Date after the first issuance of a share or fraction of 
a share of Series A Participating Preferred Stock, in an amount per share 
(rounded to the nearest cent) equal to, subject to the provision for 
adjustment hereinafter set forth, 1,000 times the aggregate per share 
amount of all cash dividends, and 1,000 times the aggregate per share 
amount (payable in kind) of all non-cash dividends or other distributions 
other than a dividend payable in shares of Common Stock or a subdivision 
of the outstanding shares of Common Stock (by reclassification or 
otherwise), declared on the Common Stock of the Corporation (the "Common 
Stock") since the immediately preceding Quarterly Dividend Payment Date, 
or, with respect to the first Quarterly Dividend Payment Date, since the 
first issuance of any share or fraction of a share of Series A 
Participating Preferred Stock.  In the event the Corporation shall at any 
time after October 28, 1998 (the "Rights Declaration Date") (i) declare 
any dividend on Common Stock payable in shares of Common Stock, (ii) 
subdivide the outstanding Common Stock, or (iii) combine the outstanding 
Common Stock into a smaller number of shares, then in each such case the 
amount to which holders of shares of Series A Participating Preferred 
Stock were entitled immediately prior to such event under the preceding 
sentence shall be adjusted by multiplying such amount by a fraction, the 
numerator of which is the number of shares of Common Stock outstanding 
immediately after such event and the denominator of which is the number 
of shares of Common Stock that were outstanding immediately prior to such 
event.
(B)     The Corporation shall declare a dividend or distri-
bution on the Series A Participating Preferred Stock as provided in 
paragraph (A) above immediately after it declares a dividend or 
distribution on the Common Stock (other than a dividend payable in shares 
of Common Stock).
(C)     Dividends shall begin to accrue and be cumulative on 
outstanding shares of Series A Participating Preferred Stock from the 
Quarterly Dividend Payment Date next preceding the date of issue of such 
shares of Series A Participating Preferred Stock, unless the date of 
issue of such shares is prior to the record date for the first Quarterly 
Dividend Payment Date, in which case dividends on such shares shall begin 
to accrue from the date of issue of such shares, or unless the date of 
issue is a Quarterly Dividend Payment Date or is a date after the record 
date for the determination of holders of shares of Series A Participating 
Preferred Stock entitled to receive a quarterly dividend and before such 
Quarterly Dividend Payment Date, in either of which events such dividends 
shall begin to accrue and be cumulative from such Quarterly Dividend 
Payment Date.  Accrued but unpaid dividends shall not bear interest.  
Dividends paid on the shares of Series A Participating Preferred Stock in 
an amount less than the total amount of such dividends at the time 
accrued and payable on such shares shall be allocated pro rata on a 
share-by-share basis among all such shares at the time outstanding.  The 
Board of Directors may fix a record date for the determination of holders 
of shares of Series A Participating Preferred Stock entitled to receive 
payment of a dividend or distribution declared thereon, which record date 
shall be no more than 30 days prior to the date fixed for the payment 
thereof.
Section 3.      Voting Rights.  The holders of shares of Series A 
Participating Preferred Stock shall have the following voting rights:
(A)     Subject to the provision for adjustment hereinafter set 
forth, each share of Series A Participating Preferred Stock shall entitle 
the holder thereof to 1,000 votes on all matters submitted to a vote of 
the stockholders of the Corporation.  In the event the Corporation shall 
at any time after the Rights Declaration Date (i) declare any dividend on 
Common Stock payable in shares of Common Stock, (ii) subdivide the 
outstanding Common Stock, or (iii) combine the outstanding Common Stock 
into a smaller number of shares, then in each such case the number of 
votes per share to which holders of shares of Series A Participating 
Preferred Stock were entitled immediately prior to such event shall be 
adjusted by multiplying such number by a fraction, the numerator of which 
is the number of shares of Common Stock outstanding immediately after 
such event and the denominator of which is the number of shares of Common 
Stock that were outstanding immediately prior to such event.
(B)     Except as otherwise provided herein or by law, the 
holders of shares of Series A Participating Preferred Stock and the 
holders of shares of Common Stock shall vote together as one class on all 
matters submitted to a vote of stockholders of the Corporation.
(C)     Except as required by law, holders of Series A 
Participating Preferred Stock shall have no special voting rights and 
their consent shall not be required (except to the extent they are 
entitled to vote with holders of Common Stock as set forth herein) for 
taking any corporate action.
Section 4.      Certain Restrictions.
(A)     The Corporation shall not declare any dividend on, make 
any distribution on, or redeem or purchase or otherwise acquire for 
consideration any shares of Common Stock after the first issuance of a 
share or fraction of a share of Series A Participating Preferred Stock 
unless concurrently therewith it shall declare a dividend on the Series A 
Participating Preferred Stock as required by Section 2 hereof.
(B)     Whenever quarterly dividends or other dividends or 
distributions payable on the Series A Participating Preferred Stock as 
provided in Section 2 are in arrears, thereafter and until all accrued 
and unpaid dividends and distributions, whether or not declared, on 
shares of Series A Participating Preferred Stock outstanding shall have 
been paid in full, the Corporation shall not:
(i)     declare or pay dividends on, make any other 
distributions on, or redeem or purchase or otherwise acquire for 
consideration any shares of stock ranking junior (either as to dividends 
or upon liquidation, dissolution or winding up) to the Series A 
Participating Preferred Stock;
(ii)    declare or pay dividends on, make any other 
distributions on any shares of stock ranking on a parity (either as to 
dividends or upon liquidation, dissolution or winding up) with Series A 
Participating Preferred Stock, except dividends paid ratably on the 
Series A Participating Preferred Stock and all such parity stock on which 
dividends are payable or in arrears in proportion to the total amounts to 
which the holders of all such shares are then entitled;
(iii)   redeem or purchase or otherwise acquire for 
consideration shares of any stock ranking on a parity (either as to 
dividends or upon liquidation, dissolution or winding up) with the Series 
A Participating Preferred Stock, provided that the Corporation may at any 
time redeem, purchase or otherwise acquire shares of any such parity 
stock in exchange for shares of any stock of the Corporation ranking 
junior (either as to dividends or upon dissolution, liquidation or 
winding up) to the Series A Participating Preferred Stock;
(iv)    purchase or otherwise acquire for consideration 
any shares of Series A Participating Preferred Stock, or any shares of 
stock ranking on a parity with the Series A Participating Preferred 
Stock, except in accordance with a purchase offer made in writing or by 
publication (as determined by the Board of Directors) to all holders of 
such shares upon such terms as the Board of Directors, after 
consideration of the respective annual dividend rates and other relative 
rights and preferences of the respective series and classes, shall 
determine in good faith will result in fair and equitable treatment among 
the respective series or classes.
(C)     The Corporation shall not permit any subsidiary of the 
Corporation to purchase or otherwise acquire for consideration any shares 
of stock of the Corporation unless the Corporation could, under paragraph 
(A) of this Section 4, purchase or otherwise acquire such shares at such 
time and in such manner.
Section 5.      Reacquired Shares.  Any shares of Series A 
Participating Preferred Stock purchased or otherwise acquired by the 
Corporation in any manner whatsoever shall be retired and canceled 
promptly after the acquisition thereof.  All such shares shall upon their 
cancellation become authorized but unissued shares of Preferred Stock and 
may be reissued as part of a new series of Preferred Stock to be created 
by resolution or resolutions of the Board of Directors, subject to the 
conditions and restrictions on issuance set forth herein.
Section 6.      Liquidation, Dissolution or Winding Up.
(A)     Upon any liquidation (voluntary or otherwise), 
dissolution or winding up of the Corporation, no distribution shall be 
made to the holders of shares of stock ranking junior (either as to 
dividends or upon liquidation, dissolution or winding up) to the Series A 
Participating Preferred Stock unless, prior thereto, the holders of 
shares of Series A Participating Preferred Stock shall have received an 
amount equal to accrued and unpaid dividends and distributions thereon, 
whether or not declared, to the date of such payment, plus an amount 
equal to the greater of (1) $1,000 per share, provided that in the event 
the Corporation does not have sufficient assets, after payment of its 
liabilities and distribution to holders of Preferred Stock ranking prior 
to the Series A Participating Preferred Stock, available to permit 
payment in full of the $1,000 per share amount, the amount required to be 
paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, 
equal the value of the amount of available assets divided by the number 
of outstanding shares of Series A Participating Preferred Stock or (2) 
subject to the provisions for adjustment hereinafter set forth, 1,000 
times the aggregate per share amount to be distributed to the holders of 
Common Stock (the greater of (1) or (2), the "Series A Liquidation 
Preference").  In the event the Corporation shall at any time after the 
Rights Declaration Date (i) declare any dividend on Common Stock payable 
in shares of Common Stock, (ii) subdivide the outstanding Common Stock, 
or (iii) combine the outstanding Common Stock into a smaller number of 
shares, then in each such case the amount to which holders of shares of 
Series A Participating Preferred Stock were entitled immediately prior to 
such event under clause (2) of the preceding sentence shall be adjusted 
by multiplying such amount by a fraction, the numerator of which is the 
number of shares of Common Stock that were outstanding immediately after 
such event and the denominator of which is the number of shares of Common 
Stock that were outstanding immediately prior to such event.
(B)     In the event, however, that there are not sufficient 
assets available to permit payment in full of the Series A Liquidation 
Preference and the liquidation preferences of all other series of 
Preferred Stock, if any, which rank on a parity with the Series A 
Participating Preferred Stock, then such remaining assets shall be 
distributed ratably to the holders of such parity shares in proportion to 
their respective liquidation preferences.
Section 7.      Consolidation, Merger, etc.  In case the Corporation 
shall enter into any consolidation, merger, combination or other 
transaction in which the shares of Common Stock are exchanged for or 
changed into other stock or securities, cash and/or any other property, 
then in any such case the shares of Series A Participating Preferred 
Stock shall at the same time be similarly exchanged or changed in an 
amount per share (subject to the provision for adjustment hereinafter set 
forth) equal to 1,000 times the aggregate amount of stock, securities, 
cash and/or any other property (payable in kind), as the case may be, 
into which or for which each share of Common Stock is changed or 
exchanged.  In the event the Corporation shall at any time after the 
Rights Declaration Date (i) declare any dividend on Common Stock payable 
in shares of Common Stock, (ii) subdivide the outstanding Common Stock, 
or (iii) combine the outstanding Common Stock into a smaller number of 
shares, then in each such case the amount set forth in the preceding 
sentence with respect to the exchange or change of shares of Series A 
Participating Preferred Stock shall be adjusted by multiplying such 
amount by a fraction, the numerator of which is the number of shares of 
Common Stock outstanding immediately after such event and the denominator 
of which is the number of shares of Common Stock that were outstanding 
immediately prior to such event.
Section 8.      No Redemption.  The shares of Series A Participating 
Preferred Stock shall not be redeemable.
Section 9.      Ranking.  The Series A Participating Preferred Stock 
shall rank junior to all other series of the Corporation's Preferred 
Stock as to the payment of dividends and the distribution of assets, 
unless the terms of any such series shall provide otherwise.
Section 10.     Amendment.  The Certificate of Incorporation of the 
Corporation shall not be further amended in any manner which would 
materially alter or change the powers, preference or special rights of 
the Series A Participating Preferred Stock so as to affect them adversely 
without the affirmative vote of the holders of a majority or more of the 
outstanding shares of Series A Participating Preferred Stock, voting 
separately as a class.
Section 11.     Fractional Shares.  Series A Participating Preferred 
Stock may be issued in fractions of a share which shall entitle the 
holder, in proportion to such holder's fractional shares, to exercise 
voting rights, receive dividends, participate in distributions and to 
have the benefit of all other rights of holders of Series A Participating 
Preferred Stock."
        IN WITNESS WHEREOF, we have executed and subscribed this 
Certificate and do affirm the foregoing as true under the penalties of 
perjury this 29th day of October, 1998.  

        /s/ Kenneth Pelowski    
Kenneth Pelowski, Executive Vice 
President and
Chief Financial Officer