As Filed with the Securities and Exchange Commission on February 28, 2000

                                                        Registration No.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                        HOTEL RESERVATIONS NETWORK, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                              75-2817683
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                             ----------------------
                              8140 Walnut Hill Lane
                                    Suite 203
                               Dallas, Texas 75231
                            (Address of registrant's
                          principal executive offices)
                             ----------------------
                                 2000 STOCK PLAN
                          DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)
                             ----------------------
                                  David Litman
                              8140 Walnut Hill Lane
                                    Suite 203
                               Dallas, Texas 75231
                                 (214) 361-7311
           (Name, address, and telephone number of agent for service)
                             ----------------------
                                   Copies to:
                             Paul D. Ginsberg, Esq.
                             Robert B. Schumer, Esq.
                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                            New York, New York 10019
                                 (212) 373-3000
                             ----------------------


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Title of Securities             Amount to be            Proposed Maximum            Proposed Maximum         Amount of
to be Registered                Registered          Offering Price Per Share   Aggregate Offering Price   Registration Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                           <C>                    <C>                        <C>
Class A Common Stock, par    5,500,000 shares (1)          $25.125 (2)            $138,187,500.00 (2)         $36,482.00
  value $.01 per share
==========================================================================================================================
</TABLE>

(1)  Represents 5,400,000 shares of class A common stock reserved for issuance
     under the 2000 Stock Plan and 100,000 shares of class A common stock
     reserved for issuance under the Directors' Stock Option Plan.

(2)  Estimated solely for the purpose of computing the registration fee in
     accordance with Rule 457(c) and 457(h)(1) of the Securities Act and based
     on the average of the high and low prices of Class A Common Stock reported
     on the Nasdaq National Market on February 25, 2000.


<PAGE>

                                   EXPLANATORY NOTE


     The section 10(a) prospectus being delivered by Hotel Reservations
Network, Inc. (the "Company") to participants in the Company's 2000 Stock Plan
and Directors' Stock Option Plan (collectively, the "Plans") as required by Rule
428 under the Securities Act of 1933 (the "Securities Act"), has been prepared
in accordance with the requirements of Form S-8 and relates to shares of class A
common stock of the Company, par value $.01 per share (the "Common Stock"),
reserved for issuance pursuant to the Plans. Information regarding the Plans
required in the Section 10(a) prospectus is included in documents being
maintained and delivered by the Company as required by Rule 428 under the
Securities Act. The Company shall provide to participants in the Plans a written
statement advising them of the availability without charge, upon written or oral
request, of documents incorporated by reference herein, as is required by Item 2
of Part I of Form S-8.


                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information required in Part I of Form S-8
will be sent or given to participating employees as required by rule 428(b)(1)
under the Securities Act. These documents and the documents incorporated by
reference in this registration statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of section 10(a)
of the Securities Act.


                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

     1.   The Company's Prospectus, dated February 25, 2000, filed with the
          commission pursuant to Rule 424(b) under the Securities Act, relating
          to the Company's Registration Statement on Form S-1 (Registration No.
          333-90601) (the "Form S-1 Registration Statement"), which was declared
          effective on February 24, 2000;

     2.   The Company's Registration Statement on Form 8-A, dated February 16,
          2000, filed pursuant to section 12(g) of the Securities Exchange Act
          of 1934 (the "Exchange Act"), which contains a description of the
          Common Stock.

     All the documents filed by the Company pursuant to sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
after the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes


                                        2
<PAGE>

of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Not applicable.

     Item 6. Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may include in its charter documents, and
in agreements between the corporation and its directors, provisions expanding
the scope of indemnification beyond that specifically provided by the current
law.

     The Company's restated certificate of incorporation will limit the personal
liability of directors of the Company and provides for the indemnification of
directors of the Company to the fullest extent permitted under Delaware law. The
Company's restated bylaws also provide for the indemnification of officers,
directors and third parties acting on behalf of the company if such person acted
in good faith and in a manner reasonably believed to be in and not opposed to
the best interest of the company, and with respect to any criminal action or
proceeding, the indemnified party had no reason to believe his conduct was
unlawful.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits


EXHIBIT NO.    DESCRIPTION OF EXHIBIT
-----------    ----------------------

4.1            Specimen Class A Stock Certificate (Incorporated by reference to
               Exhibit 4.1 to the Form S-1 Registration Statement)

4.2            Amended and Restated Certificate of Incorporation (as currently
               in effect) (Incorporated by reference to Exhibit 3.1 to the Form
               S-1 Registration Statement)

4.3            Form of Restated Certificate of Incorporation (to be effective
               immediately prior to the consummation of the offering described
               in the Form S-1 Registration Statement) (Incorporated by
               reference to Exhibit 3.2 to the Form S-1 Registration Statement)

4.4            Form of Restated Bylaws (Incorporated by reference to Exhibit 3.3
               to the Form S-1 Registration Statement)

5.1            Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to
               the Company, regarding the legality of the Common Stock being
               registered


                                        3
<PAGE>

23.1           Consent of Ernst & Young LLP

23.2           Consent of Grant Thornton LLP

23.3           Consent of Paul, Weiss, Rifkind, Wharton & Garrison (contained in
               Exhibit 5.1)

24.1           Powers of attorney (included on the signature page)

     Item 9. Undertakings

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post effective amendment to this Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective Registration
          Statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     registrant pursuant to section 13 or section 15(d) of the Exchange Act that
     are incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new


                                        4
<PAGE>

registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the Company's Certificate of Incorporation or By-laws (as
each is in effect from time to time), by contract, or otherwise, the Company has
been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                        5
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on February 28, 2000.

                                     HOTEL RESERVATIONS NETWORK, INC.


                                     By: /s/ Thomas J. Kuhn
                                         -----------------------
                                         Thomas J. Kuhn
                                         Vice President


                                POWER OF ATTORNEY

     We, the undersigned officers and directors of Hotel Reservations Network,
Inc. hereby severally constitute Thomas J. Kuhn and Deirdre Stanley, or any one
of them, with full power to act without the other, our true and lawful
attorneys, with full power to sign for us and in our names in the capacities
indicated below, any and all amendments, including post-effective amendments, to
this Registration Statement, and generally do all such things in our name and
behalf in such capacities to enable Hotel Reservations Network, Inc. to comply
with the applicable provisions of the Securities Act, and all requirements of
the Commission, and we hereby ratify and confirm our signatures as they may be
signed by our said attorneys to any and all such amendments.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:


     Signatures                Title or Capacities                   Date
     ----------                -------------------                   ----

/s/ David Litman          Chief  Executive Officer and
---------------------     Director (Principal Executive        February 28, 2000
David Litman              Officer)


/s/ Robert Diener         President, Treasurer and Director    February 28, 2000
---------------------     (Principal Accounting Officer)
Robert Diener


/s/ Jack Rubin            Chief Financial and Strategic        February 28, 2000
---------------------     Officer (Principal Financial
Jack Rubin                Officer)


                                        6
<PAGE>

/s/ Barry Baker           Director                             February 28, 2000
---------------------
Barry Baker


/s/ Victor A. Kaufman     Director                             February 28, 2000
---------------------
Victor A. Kaufman


/s/ Dara Khosrowshahi     Director                             February 28, 2000
---------------------
Dara Khosrowshahi


/s/ Michael Sileck        Director                             February 28, 2000
---------------------
Michael Sileck


                                        7
<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT NO.    DESCRIPTION OF EXHIBIT
-----------    ----------------------

4.1            Specimen Class A Stock Certificate (Incorporated by reference to
               Exhibit 4.1 to the Form S-1 Registration Statement)

4.2            Amended and Restated Certificate of Incorporation (as currently
               in effect) (Incorporated by reference to Exhibit 3.1 to the Form
               S-1 Registration Statement)

4.3            Form of Restated Certificate of Incorporation (to be effective
               immediately prior to the consummation of the offering described
               in the Form S-1 Registration Statement) (Incorporated by
               reference to Exhibit 3.2 to the Form S-1 Registration Statement)

4.4            Form of Restated Bylaws (Incorporated by reference to Exhibit 3.3
               to the Form S-1 Registration Statement)

5.1            Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to
               the Company, regarding the legality of the Common Stock being
               registered

23.1           Consent of Ernst & Young LLP

23.2           Consent of Grant Thornton LLP

23.3           Consent of Paul, Weiss, Rifkind, Wharton & Garrison (contained in
               Exhibit 5.1)

24.1           Powers of attorney (included on the signature page)


                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18802}]
{"company-data": {"conformed-name": "HOTEL RESERVATIONS NETWORK INC", "cik": "0001098322", "assigned-sic": "7389", "irs-number": "752817683", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31236", "film-number": "555078"}, "business-address": {"street1": "8140 WALNUT HILL LANE", "street2": "STE 203", "city": "DALLAS", "state": "TX", "zip": "75231", "phone": "2143617311"}, "mail-address": {"street1": "8140 WALNUT HILL LANE", "street2": "STE 203", "city": "DALLAS", "state": "TX", "zip": "75231"}}
As Filed with the Securities and Exchange Commission on February 28, 2000

                                                        Registration No.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                        HOTEL RESERVATIONS NETWORK, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                              75-2817683
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                             ----------------------
                              8140 Walnut Hill Lane
                                    Suite 203
                               Dallas, Texas 75231
                            (Address of registrant's
                          principal executive offices)
                             ----------------------
                                 2000 STOCK PLAN
                          DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)
                             ----------------------
                                  David Litman
                              8140 Walnut Hill Lane
                                    Suite 203
                               Dallas, Texas 75231
                                 (214) 361-7311
           (Name, address, and telephone number of agent for service)
                             ----------------------
                                   Copies to:
                             Paul D. Ginsberg, Esq.
                             Robert B. Schumer, Esq.
                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                            New York, New York 10019
                                 (212) 373-3000
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
Title of Securities             Amount to be            Proposed Maximum            Proposed Maximum         Amount of
to be Registered                Registered          Offering Price Per Share   Aggregate Offering Price   Registration Fee
--------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par    5,500,000 shares (1)          $25.125 (2)            $138,187,500.00 (2)         $36,482.00
  value $.01 per share
==========================================================================================================================
(1)  Represents 5,400,000 shares of class A common stock reserved for issuance
     under the 2000 Stock Plan and 100,000 shares of class A common stock
     reserved for issuance under the Directors' Stock Option Plan.

(2)  Estimated solely for the purpose of computing the registration fee in
     accordance with Rule 457(c) and 457(h)(1) of the Securities Act and based
     on the average of the high and low prices of Class A Common Stock reported
     on the Nasdaq National Market on February 25, 2000.
EXPLANATORY NOTE

     The section 10(a) prospectus being delivered by Hotel Reservations
Network, Inc. (the "Company") to participants in the Company's 2000 Stock Plan
and Directors' Stock Option Plan (collectively, the "Plans") as required by Rule
428 under the Securities Act of 1933 (the "Securities Act"), has been prepared
in accordance with the requirements of Form S-8 and relates to shares of class A
common stock of the Company, par value $.01 per share (the "Common Stock"),
reserved for issuance pursuant to the Plans. Information regarding the Plans
required in the Section 10(a) prospectus is included in documents being
maintained and delivered by the Company as required by Rule 428 under the
Securities Act. The Company shall provide to participants in the Plans a written
statement advising them of the availability without charge, upon written or oral
request, of documents incorporated by reference herein, as is required by Item 2
of Part I of Form S-8.

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information required in Part I of Form S-8
will be sent or given to participating employees as required by rule 428(b)(1)
under the Securities Act. These documents and the documents incorporated by
reference in this registration statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of section 10(a)
of the Securities Act.

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

     1.   The Company's Prospectus, dated February 25, 2000, filed with the
          commission pursuant to Rule 424(b) under the Securities Act, relating
          to the Company's Registration Statement on Form S-1 (Registration No.
          333-90601) (the "Form S-1 Registration Statement"), which was declared
          effective on February 24, 2000;

     2.   The Company's Registration Statement on Form 8-A, dated February 16,
          2000, filed pursuant to section 12(g) of the Securities Exchange Act
          of 1934 (the "Exchange Act"), which contains a description of the
          Common Stock.

     All the documents filed by the Company pursuant to sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
after the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes

                                        2
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Not applicable.

     Item 6. Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may include in its charter documents, and
in agreements between the corporation and its directors, provisions expanding
the scope of indemnification beyond that specifically provided by the current
law.

     The Company's restated certificate of incorporation will limit the personal
liability of directors of the Company and provides for the indemnification of
directors of the Company to the fullest extent permitted under Delaware law. The
Company's restated bylaws also provide for the indemnification of officers,
directors and third parties acting on behalf of the company if such person acted
in good faith and in a manner reasonably believed to be in and not opposed to
the best interest of the company, and with respect to any criminal action or
proceeding, the indemnified party had no reason to believe his conduct was
unlawful.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

EXHIBIT NO.    DESCRIPTION OF EXHIBIT
-----------    ----------------------

4.1            Specimen Class A Stock Certificate (Incorporated by reference to
               Exhibit 4.1 to the Form S-1 Registration Statement)

4.2            Amended and Restated Certificate of Incorporation (as currently
               in effect) (Incorporated by reference to Exhibit 3.1 to the Form
               S-1 Registration Statement)

4.3            Form of Restated Certificate of Incorporation (to be effective
               immediately prior to the consummation of the offering described
               in the Form S-1 Registration Statement) (Incorporated by
               reference to Exhibit 3.2 to the Form S-1 Registration Statement)

4.4            Form of Restated Bylaws (Incorporated by reference to Exhibit 3.3
               to the Form S-1 Registration Statement)

5.1            Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to
               the Company, regarding the legality of the Common Stock being
               registered

                                        3
23.1           Consent of Ernst & Young LLP

23.2           Consent of Grant Thornton LLP

23.3           Consent of Paul, Weiss, Rifkind, Wharton & Garrison (contained in
               Exhibit 5.1)

24.1           Powers of attorney (included on the signature page)

     Item 9. Undertakings

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post effective amendment to this Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective Registration
          Statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     registrant pursuant to section 13 or section 15(d) of the Exchange Act that
     are incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new

                                        4
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the Company's Certificate of Incorporation or By-laws (as
each is in effect from time to time), by contract, or otherwise, the Company has
been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                        5
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on February 28, 2000.

                                     HOTEL RESERVATIONS NETWORK, INC.

                                     By: /s/ Thomas J. Kuhn
                                         -----------------------
                                         Thomas J. Kuhn
                                         Vice President

                                POWER OF ATTORNEY

     We, the undersigned officers and directors of Hotel Reservations Network,
Inc. hereby severally constitute Thomas J. Kuhn and Deirdre Stanley, or any one
of them, with full power to act without the other, our true and lawful
attorneys, with full power to sign for us and in our names in the capacities
indicated below, any and all amendments, including post-effective amendments, to
this Registration Statement, and generally do all such things in our name and
behalf in such capacities to enable Hotel Reservations Network, Inc. to comply
with the applicable provisions of the Securities Act, and all requirements of
the Commission, and we hereby ratify and confirm our signatures as they may be
signed by our said attorneys to any and all such amendments.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

     Signatures                Title or Capacities                   Date
     ----------                -------------------                   ----

/s/ David Litman          Chief  Executive Officer and
---------------------     Director (Principal Executive        February 28, 2000
David Litman              Officer)

/s/ Robert Diener         President, Treasurer and Director    February 28, 2000
---------------------     (Principal Accounting Officer)
Robert Diener

/s/ Jack Rubin            Chief Financial and Strategic        February 28, 2000
---------------------     Officer (Principal Financial
Jack Rubin                Officer)

                                        6
/s/ Barry Baker           Director                             February 28, 2000
---------------------
Barry Baker

/s/ Victor A. Kaufman     Director                             February 28, 2000
---------------------
Victor A. Kaufman

/s/ Dara Khosrowshahi     Director                             February 28, 2000
---------------------
Dara Khosrowshahi

/s/ Michael Sileck        Director                             February 28, 2000
---------------------
Michael Sileck

                                        7
INDEX TO EXHIBITS

EXHIBIT NO.    DESCRIPTION OF EXHIBIT
-----------    ----------------------

4.1            Specimen Class A Stock Certificate (Incorporated by reference to
               Exhibit 4.1 to the Form S-1 Registration Statement)

4.2            Amended and Restated Certificate of Incorporation (as currently
               in effect) (Incorporated by reference to Exhibit 3.1 to the Form
               S-1 Registration Statement)

4.3            Form of Restated Certificate of Incorporation (to be effective
               immediately prior to the consummation of the offering described
               in the Form S-1 Registration Statement) (Incorporated by
               reference to Exhibit 3.2 to the Form S-1 Registration Statement)

4.4            Form of Restated Bylaws (Incorporated by reference to Exhibit 3.3
               to the Form S-1 Registration Statement)

5.1            Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to
               the Company, regarding the legality of the Common Stock being
               registered

23.1           Consent of Ernst & Young LLP

23.2           Consent of Grant Thornton LLP

23.3           Consent of Paul, Weiss, Rifkind, Wharton & Garrison (contained in
               Exhibit 5.1)

24.1           Powers of attorney (included on the signature page)

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