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Exhibit 3.2


RESTATED


CERTIFICATE OF INCORPORATION


of


HOTEL RESERVATIONS NETWORK, INC.


Hotel Reservations Network, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows:


FIRST: The Corporation was originally incorporated under the name of "HRN, Inc." and its original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware (the "Secretary of State") on March 25, 1999. A Certificate of Amendment to the Certificate of Incorporation changing the name of the Corporation from HRN, Inc. to Hotel Reservations Network, Inc. was filed with the Secretary of State on November 8, 1999.


SECOND: This Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of sections 242 and 245 of the General Corporation Law of the State of Delaware by the Board of Directors of the Corporation (the "Board of Directors").


THIRD: This Restated Certificate of Incorporation was approved by written consent of the sole stockholder pursuant to section 228 of the General Corporation Law of the State of Delaware.


FOURTH: Upon the filing (the "Effective Time") of this Restated Certificate of Incorporation, the one hundred (100) shares of the Corporation's common stock, par value $0.01 per share (the "Old Common Stock"), issued and


outstanding immediately prior to the Effective Time shall be reclassified into 37,299,100 shares of validly issued, fully paid and non-assessable Class B Common Stock authorized by Article FOUR of this Restated Certificate of Incorporation. The certificate that theretofore represented the one hundred (100) shares of issued and outstanding Old Common Stock shall thereafter represent and be exchanged for a certificate representing the number of shares of Class B Common Stock indicated above.


FIFTH: This Restated Certificate of Incorporation is amended and restated in its entirety to read as follows:


I.


NAME


The name of the corporation is Hotel Reservations Network, Inc.


II.


ADDRESS; REGISTERED OFFICE AND AGENT


The address of the Corporation's registered office is 9 East Loockerman Street, Suite 214, City of Dover, County of Kent, State of Delaware. The name of its registered agent at such address is National Corporate Research, Ltd.


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III.
PURPOSES


Subject to the provisions of Article V hereof, the purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.


IV.


CAPITAL STOCK


The Corporation is authorized to issue three classes of stock to be designated "Class A Common Stock," "Class B Common Stock" (the Class A Common Stock and Class B Common Stock are sometimes referred to collectively hereinafter as the "Common Stock"), and "Preferred Stock," all of which shall have a par value of $0.01 per share. The total number of shares that the Corporation is authorized to issue is: seven hundred and seventy million (770,70000,000) shares, of which six hundred million (600,000,000) shall be shares of Class A Common Stock, one hundred and fifty million (150,000,000) shall be shares of Class B Common Stock, and twenty million (20,000,000) shall be shares of Preferred Stock.


A. COMMON STOCK.


The rights, preferences, restrictions and other matters relating to the Common Stock are as follows:


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1. DIVIDENDS. The holders of the Class A Common Stock and the Class B Common Stock shall be entitled to receive, on a share-for-share basis, such dividends if, as and when declared from time to time by the Board of Directors of the Corporation.


2. LIQUIDATION. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Corporation, the holders of the Class A Common Stock and the Class B Common Stock shall be entitled to receive, on a share-for-share basis, all of the assets of the Corporation of whatever kind available for distribution to stockholders.


3. VOTING RIGHTS. Except as otherwise provided herein or required by applicable law, (i) each holder of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held as of the applicable record date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation, and (ii) each holder of Class B Common Stock shall be entitled to fifteen (15) votes for each share of Class B Common Stock held as of the applicable record date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. Holders of Common Stock shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation. Except as otherwise required by applicable law, the Class A Common Stock and the Class B Common Stock shall vote together as a single class on all matters submitted to a vote or for the consent


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of the stockholders of the Corporation. Holders of Common Stock shall not be entitled to cumulate their votes for the election of directors or any other matter submitted to a vote of the stockholders.


4. CONVERSION. (a) Prior to a Tax-Free Spin-Off (as defined below), each share of Class B Common Stock shall be convertible into one fully paid and non-assessable share of Class A Common Stock at the option of the holder thereof at any time.


(b) Prior to a Tax-Free Spin-Off, each share of Class B Common Stock shall automatically be converted into one fully paid and non-assessable share of Class A Common Stock upon any sale, conveyance, foreclosure upon, assignment or other transfer (a "Transfer") of such share, whether or not for value, by the holder thereof, other than any such Transfer by such holder to USA Networks, Inc., a Delaware corporation ("USAi"), or any of its Affiliates (as defined below).


(c) To the extent that USAi beneficially owns 80% or more of the economic value of the Corporation immediately prior to the Tax Free Spin-Off, each share of Class B Common Stock shall automatically convert into one fully paid and nonassessable share of Class A Common Stock immediately prior to the Tax-Free Spin-Off unless, prior to such Tax-Free Spin-Off, USAi (or its Affiliates) delivers to the Corporation an opinion of counsel reasonably satisfactory to the Corporation to the effect that such conversion is likely to prevent or materially


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delay obtaining a favorable ruling from the Internal Revenue Service that the Tax- Free Spin-Off would qualify as a tax-free transaction under the Code (as defined below) or will otherwise create a significant risk of material adverse tax consequences to USAi, its affiliates or their respective stockholders. Following the Tax- Free Spin-Off, outstanding shares of Class B Common Stock shall no longer be convertible into shares of Class A Common Stock; PROVIDED, HOWEVER, such outstanding shares of Class B Common Stock shall be automatically converted into shares of Class A Common Stock on the fifth anniver
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