content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                          
                                      FORM 8-K
                                          
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
  
  
  
        Date of Report (Date of earliest event reported):  December 17, 1998
  
                                PREVIEW TRAVEL, INC.
               (Exact name of Registrant as specified in its charter)
  
  
             DELAWARE                      000-23177              94-2965892
  (State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
  
                     747 Front Street, San Francisco, CA 94111
                (Address of principal executive offices) (Zip code)
  
  
                                   (415) 439-1200
                (Registrant's telephone number, including area code)
  
  
           (Former name or former address, if changed since last report)
  
                                        -1-
  <PAGE>
   
  Item 2.  Acquisition or Disposition of Assets
  
  On December 17, 1998, Preview Travel, Inc. (the "Company") entered into an
  agreement with NewsNet Central, Inc. ("NNC"), under which substantially all of
  the assets of the Company's television business, as operated by the Company's
  wholly owned subsidiary, News Travel Network, Inc. ("NTN"), will be transferred
  to NNC (the "TV Disposition").  Prior to the closing of the TV Disposition,
  which is expected to occur on December 31, 1998, the Company will contribute
  certain assets to NTN, including the following:  (a) cash in the amount of
  $88,000, (b) certain assets related to NTN's business, including a library of
  travel video content, and (c) assignment of the Company's rights and obligations
  under certain contracts related to NTN's business.
  
  In consideration of the transfer of the assets of NTN to NNC, the Company will
  receive from NNC the following: (a) a convertible promissory note in the
  principal amount of $250,000 (the "Note"), (b) a subordinated promissory note in
  the principal amount of $1,000,000 (the "Subordinated Note"), which will bear
  interest at the rate of 6% per annum and will be secured by certain portions of
  the assets of NNC, including its fixed assets and the video library, and (c) a
  warrant to purchase up to 2,275,445 shares of Common Stock of NNC at an exercise
  price of $0.45 per share (the "Warrant"). The Note will be due and payable upon
  demand by the Company on December 31, 1999; provided, however, that the Note
  will be automatically converted into shares of Series A Preferred Stock of NTN
  at a conversion price of $4.50 per share upon the occurrence of certain
  conditions.
  
  NNC was incorporated under the laws of Delaware on October 19, 1998. As of
  December 17, 1998, James Hornthal, the Company's founder and Chairman holds
  800,000 shares and the Company holds 829,000 shares of Common Stock of NNC,
  which each purchased on November 15, 1998 at a price of $0.015 per share.
  Following the closing of the TV Disposition and the conversions of all
  outstanding convertible promissory notes, including the Note, the Company will
  own approximately 19.7% of NNC's Common Stock (assuming conversion of the Series
  A Preferred Stock into Common Stock).
  
  In addition, the Company and NNC will enter into a Services Agreement that will
  provide for, among other things, the following:  (a) the sublease to NNC of the
  Company's facilities at One Beach Street in San Francisco, (b) the Company's
  right to act as the co-exclusive advertising sales representative for NTN's
  Travel Update programs, (c) a perpetual, nonexclusive, royalty-free license to
  use NTN's travel video library (including any enhancements thereto), and (d) the
  continued branding of NTN's "Travel News" and "Travel Update" programs with
  "Preview Travel" marks. NNC will agree not to provide online travel services for
  a period of five years following the termination of the Services Agreement.
  
  As the historical operations of the Company's television business were not
  profitable, and due to the significant risks inherent in the independent
  television business, the Company has attributed no value to the Subordinated
  Note and the Warrant.  The net value of the Company's investment in NNC will be
  recorded at $250,000.
  
  As of the closing of the TV Disposition, substantially all of the Company's
  employees engaged in NTN's business are expected to become employees of NNC.
  
                                        -2-
  <PAGE>
   
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
  
       (a)  Not applicable.
  
       (b)  Pro Forma Financial Information.
            ------------------------------- 
  
            Introduction to Pro Forma Financial Information (Unaudited)
            -----------------------------------------------------------
  
            Pro Forma Condensed Consolidated Balance Sheet
  
            The following unaudited Pro Forma Condensed Consolidated Balance Sheet
            reflects the historical condensed consolidated balance sheet of
            Preview Travel, Inc. and subsidiaries (the "Company") at September 30,
            1998, as adjusted to give effect to the TV Disposition.
  
            The unaudited Pro Forma Condensed Consolidated Balance Sheet should be
            read in conjunction with the historical financial statements of the
            Company and notes thereto and the narrative sections included
            elsewhere herein. Because the TV Disposition will occur subsequent to
            September 30, 1998, actual adjustments and balances will vary from
            those presented in the Pro Forma Condensed Consolidated Balance Sheet.
            However, management believes that any differences between actual
            adjustments and pro forma adjustments will not be material.
  
            Pro Forma Condensed Consolidated Statements of Operations
  
            The unaudited Pro Forma Condensed Consolidated Statements of
            Operations for the three years ended December 31, 1997 and the nine
            months ended September 30, 1998 are based upon the historical
            condensed consolidated statements of operations of the Company for the
            respective periods after giving effect to pro forma adjustments
            described in the notes thereto as if the TV Disposition had been
            consummated on January 1, 1995.
  
            The unaudited Pro Forma Condensed Consolidated Statements of
            Operations should be read in conjunction with the historical financial
            statements of the Company and notes thereto and the narrative sections
            included elsewhere herein. The Pro Forma Condensed Consolidated
            Statements of Operations are not necessarily indicative of what actual
            results of operations would have been for the period had the TV
            Disposition occurred on January 1, 1995 and do not purport to indicate
            the results of future operations.
  
                                        -3-
  <PAGE>
   
                          Pro Forma Financial Information
                          -------------------------------
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                          
  
                                        -4-
  <PAGE>
   
                       PREVIEW TRAVEL, INC. AND SUBSIDIARIES
                  PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                SEPTEMBER 30, 1998
                                  (In thousands)
                                    (unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                       Pro Forma
                                                                                     Adjustments
                                                                                      Reflecting            Pro Forma
                                                               Historical           TV Disposition         As Adjusted
                                                               ----------           --------------         -----------
  <S>                                                          <C>                  <C>                    <C> 
                            Assets
  
  Cash and cash equivalents                                     $ 27,130               $  (88)(1)           $ 27,042
  Marketable securities                                           41,843                                      41,843
  Accounts receivable, net                                         3,099                                       3,099
  Other assets                                                     2,735                  (78)(2)              2,657
                                                                --------                                    --------
         Total current assets                                     74,807                                      74,641
  Film library, net                                                2,026               (2,026)(2)                  -
  Property & equipment, net                                        5,409               (1,384)(2)              4,025
  Investment in NewsNet Central                                        -                  250 (3)                250
                                                                --------                                    --------
         Total assets                                           $ 82,242                                    $ 78,916
                                                                ========                                    ========
  
          Liabilities & Stockholders' Equity
  
  Accounts payable                                                   506                                         506
  Accrued liabilities                                              3,595                  720 (4)              4,315
  Deferred revenue                                                   166                                         166
  Current portion of capital lease obligations                     1,357                                       1,357
                                                                --------                                    --------
          Total current liabilities                                5,624                                       6,344
  Capital lease obligations, less current portion                  2,051                                       2,051
                                                                --------                                    --------
  
          Total liabilities                                        7,675                                       8,395
                                                                --------                                    --------
  
  Stockholders' equity:
  Common stock                                                        14                                          14
  Additional paid-in capital                                     115,161                                     115,161
  Other stockholders' equity                                        (393)                                       (393)
  Accumulated deficit                                            (40,215)              (4,046)(5)            (44,261)
                                                                --------                                    --------
          Total stockholders' equity                              74,567                                      70,521
                                                                --------                                    --------
          Total liabilities and stockholders' equity            $ 82,242                                    $ 78,916
                                                                ========                                    ========
  </TABLE>
  
     The accompanying notes are an integral part of these unaudited pro forma
                   condensed consolidated financial statements.
  
                                        -5-
  <PAGE>
   
              NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                    (Unaudited)
  
  
  The TV Disposition pro forma adjustments have been made to reflect the
  following:
  
  (1)  Cash consideration paid by the Company to NNC upon disposition.
  
  (2)  Elimination of assets included in TV Disposition.
  
  (3)  Value of investment in NNC in exchange for assets and other consideration.
  
  (4)  Additional liabilities for transaction costs associated with TV Disposition
       and loss on the sublet of the TV facility to NNC over the remaining term of
       the Company's lease.
  
  (5)  Loss on TV Disposition.
  
                                        -6-
  <PAGE>
   
                       PREVIEW TRAVEL, INC. AND SUBSIDIARIES
             PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                     (In thousands, except per share amounts)
                                    (unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                       Pro Forma
                                                                                     Adjustments
                                                                                      Reflecting            Pro Forma
                                                               Historical           TV Disposition         As Adjusted
                                                               ----------           --------------         -----------
  <S>                                                          <C>                  <C>                    <C> 
  Revenues:
     Online                                                    $   9,435                                    $   9,435
     Television                                                    5,000             $ (4,769) (A)                231
                                                               ---------                                    ---------
          Total revenues                                          14,435                                        9,666
                                                                               
  Cost of revenues:                                                           
     Online                                                        4,293                                        4,293
     Television                                                    3,882               (3,882) (B)                  -
                                                               ---------                                    ---------
          Total cost of revenues                                   8,175                                        4,293
                                                                               
          Gross profit                                             6,260                                        5,373
  Operating expenses:                                                          
     Marketing and sales                                          15,148               (1,132) (C)             14,016
     Research and development                                      2,619                                        2,619
     General and administrative                                    4,711                 (627) (D)              4,084
                                                               ---------                                    ---------
          Total operating expenses                                22,478                                       20,719
                                                                               
          Loss from operations                                   (16,218)                                     (15,346)
  Interest income (expense), net                                   1,822                                        1,822
                                                               ---------                                    ---------
                                                                               
          Loss before income taxes                               (14,396)                                     (13,524)
  Income tax expense                                                 (36)                                         (36)
                                                               ---------                                    ---------
                                                                               
  Net Loss                                                     $ (14,432)                                   $ (13,560)
                                                               =========                                    =========
                                                                               
  Basic and diluted net loss per share                         $   (1.15)                                   $   (1.08)
                                                               =========                                    =========
  Weighted average shares outstanding                                          
    used in per share calculation                                 12,528                                       12,528
                                                               =========                                    =========
  </TABLE>
  
     The accompanying notes are an integral part of these unaudited pro forma
                   condensed consolidated financial statements.
  
                                        -7-
  <PAGE>
   
                       PREVIEW TRAVEL, INC. AND SUBSIDIARIES
             PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED DECEMBER 31, 1997
                     (In thousands, except per share amounts)
                                    (unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                       Pro Forma
                                                                                     Adjustments
                                                                                      Reflecting            Pro Forma
                                                               Historical           TV Disposition         As Adjusted
                                                               ----------           --------------         -----------
  <S>                                                          <C>                  <C>                    <C> 
  Revenues:
     Online                                                    $   6,010                                    $   6,010
     Television                                                    7,634             $ (7,388) (A)                246
                                                               ---------                                    ---------
          Total revenues                                          13,644                                        6,256
  
  Cost of revenues:
     Online                                                        3,648                                        3,648
     Television                                                    5,751               (5,751) (B)                  -
                                                               ---------                                    ---------
          Total cost of revenues                                   9,399                                        3,648
  
          Gross profit                                             4,245                                        2,608
  Operating expenses:
     Marketing and sales                                           8,668               (1,643) (C)              7,025
     Research and development                                      1,825                                        1,825
     General and administrative                                    4,184                 (564) (D)              3,620
                                                               ---------                                    ---------
          Total operating expenses                                14,677                                       12,470
  
          Loss from operations                                   (10,432)                                      (9,862)
  Interest income (expense), net                                     266                                          266
                                                               ---------                                    ---------
  
          Loss before income taxes                               (10,166)                                      (9,596)
  Income tax expense                                                  (2)                                          (2)
                                                               ---------                                    ---------
  
  Net Loss                                                     $ (10,168)                                    $ (9,598)
                                                               =========                                    =========
  
  Basic and diluted net loss per share                         $   (3.54)                                    $  (3.35)
                                                               =========                                    =========
  Weighted average shares outstanding
    used in per share calculation                                  2,869                                        2,869
                                                               =========                                    =========
  </TABLE>
  
     The accompanying notes are an integral part of these unaudited pro forma
                   condensed consolidated financial statements.
  
                                        -8-
  <PAGE>
   
                       PREVIEW TRAVEL, INC. AND SUBSIDIARIES
             PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED DECEMBER 31, 1996
                     (In thousands, except per share amounts)
                                    (unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                       Pro Forma
                                                                                     Adjustments
                                                                                      Reflecting            Pro Forma
                                                               Historical           TV Disposition         As Adjusted
                                                               ----------           --------------         -----------
  <S>                                                          <C>                  <C>                    <C> 
  Revenues:
     Online                                                    $   2,573                                    $   2,573
     Television                                                    9,801             $ (9,203) (A)                598
                                                               ---------                                    ---------
          Total revenues                                          12,374                                        3,171
  
  Cost of revenues:
     Online                                                        2,308                                        2,308
     Television                                                    7,000               (7,000) (B)                  -
                                                               ---------                                    ---------
          Total cost of revenues                                   9,308                                        2,308
  
          Gross profit                                             3,066                                          863
  Operating expenses:
     Marketing and sales                                           4,373               (1,558) (C)              2,815
     Research and development                                      1,314                                        1,314
     General and administrative                                    2,880               (1,440) (D)              1,440
                                                               ---------                                    ---------
          Total operating expenses                                 8,567                                        5,569
  
          Loss from operations                                    (5,501)                                      (4,706)
  Interest income (expense), net                                     (89)                                         (89)
                                                               ---------                                    ---------
          Loss before income taxes                                (5,590)                                      (4,795)
  Income tax expense                                                  (2)                                          (2)
                                                               ---------                                    ---------
  
  Net Loss                                                     $  (5,592)                                   $  (4,797)
                                                               =========                                    =========
  
  Basic and diluted net loss per share                         $   (3.43)                                   $   (2.94)
                                                               =========                                    =========
  Weighted average shares outstanding
    used in per share calculation                                  1,631                                        1,631
                                                               =========                                    =========
  </TABLE>
  
     The accompanying notes are an integral part of these unaudited pro forma
                   conxdensed consolidated financial statements.
  
                                        -9-
  <PAGE>
   
                       PREVIEW TRAVEL, INC. AND SUBSIDIARIES
             PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED DECEMBER 31, 1995
                     (In thousands, except per share amounts)
                                    (unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                      Pro Forma
                                                                                     Adjustments
                                                                                      Reflecting            Pro Forma
                                                               Historical           TV Disposition         As Adjusted
                                                               ----------           --------------         -----------
  <S>                                                          <C>                  <C>                    <C> 
  Revenues:
     Online                                                    $     579                                    $     579
     Television                                                    9,564             $ (9,163) (A)                401
                                                               ---------                                    ---------
          Total revenues                                          10,143                                          980
  
  Cost of revenues:
     Online                                                        1,078                                        1,078
     Television                                                    8,393               (8,393) (B)                  -
                                                               ---------                                    ---------
          Total cost of revenues                                   9,471                                        1,078
  
          Gross profit                                               672                                          (98)
  Operating expenses:
     Marketing and sales                                           2,687               (2,150) (C)                537
     Research and development                                        626                                          626
     General and administrative                                    2,026               (1,620) (D)                406
                                                               ---------                                    ---------
          Total operating expenses                                 5,339                                        1,569
  
          Loss from operations                                    (4,667)                                      (1,667)
  Interest income (expense), net                                    (264)                                        (264)
                                                               ---------                                    ---------
  
          Loss before income taxes                                (4,931)                                      (1,931)
  Income tax expense                                                  (2)                                          (2)
                                                               ---------                                    ---------
  
  Net Loss                                                      $ (4,933)                                    $ (1,933)
                                                                =========                                    =========
  Basic and diluted net loss per share                          $  (4.02)                                     $ (1.57)
                                                                =========                                    =========
  Weighted average shares outstanding
    used in per share calculation                                  1,228                                        1,228
                                                                =========                                    =========
  </TABLE>
  
     The accompanying notes are an integral part of these unaudited pro forma
                   condensed consolidated financial statements.
  
                                       -10-
  <PAGE>
   
        NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (Unaudited)
  
  
  The TV Disposition pro forma adjustments have been made to reflect the
  following:
  
  (A)  Reduction in revenue associated with TV operations, offset by assumed
       Travel Update sales commission revenue under the Sales Representation
       Agreement.
  (B)  Reduction in cost of revenues associated with TV operations.
  (C)  Reduction in marketing and sales expenses associated with TV operations.
  (D)  Reduction in general and administrative expenses associated with TV
       operations.
  
                                       -11-
  <PAGE>
       (c)  Exhibits.
            --------
     
            2.1  Note and Warrant Purchase Agreement dated December 17, 
                 1998 among the Company, News Travel Network, Inc., a wholly 
                 owned subsidiary of the Company, and NewsNet Central, Inc.
  
                                     SIGNATURES
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned thereunto duly authorized.
  
  
  
                                PREVIEW TRAVEL, INC.
                                (Registrant)
  
  
  
  Date:  December 23, 1998      By:   /s/ Kenneth R. Pelowski
                                      ------------------------------------------
                                      Kenneth R. Pelowski
                                      Executive Vice President, Finance and
                                      Administration and Chief Financial Officer
  
                                       -12-
  <PAGE>
   
                                 INDEX TO EXHIBITS
                                          
  
                                                                Sequentially
  Exhibit                                                         Numbered
  Number    Description                                             Page
  ------    -----------                                        --------------
  
  2.1       Note and Warrant Purchase Agreement dated
            December 17, 1998 among the Company, News
            Travel Network, Inc., a wholly owned subsidiary
            of the Company, and NewsNet Central, Inc.
  
   
  
                                       -13-
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text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                          
                                      FORM 8-K
                                          
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
  
        Date of Report (Date of earliest event reported):  December 17, 1998
  
                                PREVIEW TRAVEL, INC.
               (Exact name of Registrant as specified in its charter)
  
             DELAWARE                      000-23177              94-2965892
  (State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
                     747 Front Street, San Francisco, CA 94111
                (Address of principal executive offices) (Zip code)
  
                                   (415) 439-1200
                (Registrant's telephone number, including area code)
  
           (Former name or former address, if changed since last report)
  
                                        -1-
  Item 2.  Acquisition or Disposition of Assets
  
  On December 17, 1998, Preview Travel, Inc. (the "Company") entered into an
  agreement with NewsNet Central, Inc. ("NNC"), under which substantially all of
  the assets of the Company's television business, as operated by the Company's
  wholly owned subsidiary, News Travel Network, Inc. ("NTN"), will be transferred
  to NNC (the "TV Disposition").  Prior to the closing of the TV Disposition,
  which is expected to occur on December 31, 1998, the Company will contribute
  certain assets to NTN, including the following:  (a) cash in the amount of
  $88,000, (b) certain assets related to NTN's business, including a library of
  travel video content, and (c) assignment of the Company's rights and obligations
  under certain contracts related to NTN's business.
  
  In consideration of the transfer of the assets of NTN to NNC, the Company will
  receive from NNC the following: (a) a convertible promissory note in the
  principal amount of $250,000 (the "Note"), (b) a subordinated promissory note in
  the principal amount of $1,000,000 (the "Subordinated Note"), which will bear
  interest at the rate of 6% per annum and will be secured by certain portions of
  the assets of NNC, including its fixed assets and the video library, and (c) a
  warrant to purchase up to 2,275,445 shares of Common Stock of NNC at an exercise
  price of $0.45 per share (the "Warrant"). The Note will be due and payable upon
  demand by the Company on December 31, 1999; provided, however, that the Note
  will be automatically converted into shares of Series A Preferred Stock of NTN
  at a conversion price of $4.50 per share upon the occurrence of certain
  conditions.
  
  NNC was incorporated under the laws of Delaware on October 19, 1998. As of
  December 17, 1998, James Hornthal, the Company's founder and Chairman holds
  800,000 shares and the Company holds 829,000 shares of Common Stock of NNC,
  which each purchased on November 15, 1998 at a price of $0.015 per share.
  Following the closing of the TV Disposition and the conversions of all
  outstanding convertible promissory notes, including the Note, the Company will
  own approximately 19.7% of NNC's Common Stock (assuming conversion of the Series
  A Preferred Stock into Common Stock).
  
  In addition, the Company and NNC will enter into a Services Agreement that will
  provide for, among other things, the following:  (a) the sublease to NNC of the
  Company's facilities at One Beach Street in San Francisco, (b) the Company's
  right to act as the co-exclusive advertising sales representative for NTN's
  Travel Update programs, (c) a perpetual, nonexclusive, royalty-free license to
  use NTN's travel video library (including any enhancements thereto), and (d) the
  continued branding of NTN's "Travel News" and "Travel Update" programs with
  "Preview Travel" marks. NNC will agree not to provide online travel services for
  a period of five years following the termination of the Services Agreement.
  
  As the historical operations of the Company's television business were not
  profitable, and due to the significant risks inherent in the independent
  television business, the Company has attributed no value to the Subordinated
  Note and the Warrant.  The net value of the Company's investment in NNC will be
  recorded at $250,000.
  
  As of the closing of the TV Disposition, substantially all of the Company's
  employees engaged in NTN's business are expected to become employees of NNC.
  
                                        -2-
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
  
       (a)  Not applicable.
  
       (b)  Pro Forma Financial Information.
            ------------------------------- 
  
            Introduction to Pro Forma Financial Information (Unaudited)
            -----------------------------------------------------------
  
            Pro Forma Condensed Consolidated Balance Sheet
  
            The following unaudited Pro Forma Condensed Consolidated Balance Sheet
            reflects the historical condensed consolidated balance sheet of
            Preview Travel, Inc. and subsidiaries (the "Company") at September 30,
            1998, as adjusted to give effect to the TV Disposition.
  
            The unaudited Pro Forma Condensed Consolidated Balance Sheet should be
            read in conjunction with the historical financial statements of the
            Company and notes thereto and the narrative sections included
            elsewhere herein. Because the TV Disposition will occur subsequent to
            September 30, 1998, actual adjustments and balances will vary from
            those presented in the Pro Forma Condensed Consolidated Balance Sheet.
            However, management believes that any differences between actual
            adjustments and pro forma adjustments will not be material.
  
            Pro Forma Condensed Consolidated Statements of Operations
  
            The unaudited Pro Forma Condensed Consolidated Statements of
            Operations for the three years ended December 31, 1997 and the nine
            months ended September 30, 1998 are based upon the historical
            condensed consolidated statements of operations of the Company for the
            respective periods after giving effect to pro forma adjustments
            described in the notes thereto as if the TV Disposition had been
            consummated on January 1, 1995.
  
            The unaudited Pro Forma Condensed Consolidated Statements of
            Operations should be read in conjunction with the historical financial
            statements of the Company and notes thereto and the narrative sections
            included elsewhere herein. The Pro Forma Condensed Consolidated
            Statements of Operations are not necessarily indicative of what actual
            results of operations would have been for the period had the TV
            Disposition occurred on January 1, 1995 and do not purport to indicate
            the results of future operations.
  
                                        -3-
  Pro Forma Financial Information
                          -------------------------------
  
                                          
  
                                        -4-
  PREVIEW TRAVEL, INC. AND SUBSIDIARIES
                  PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                SEPTEMBER 30, 1998
                                  (In thousands)
                                    (unaudited)
  Pro Forma
                                                                                     Adjustments
                                                                                      Reflecting            Pro Forma
                                                               Historical           TV Disposition         As Adjusted
                                                               ----------           --------------         -----------
  Assets
  
  Cash and cash equivalents                                     $ 27,130               $  (88)(1)           $ 27,042
  Marketable securities                                           41,843                                      41,843
  Accounts receivable, net                                         3,099                                       3,099
  Other assets                                                     2,735                  (78)(2)              2,657
                                                                --------                                    --------
         Total current assets                                     74,807                                      74,641
  Film library, net                                                2,026               (2,026)(2)                  -
  Property & equipment, net                                        5,409               (1,384)(2)              4,025
  Investment in NewsNet Central                                        -                  250 (3)                250
                                                                --------                                    --------
         Total assets                                           $ 82,242                                    $ 78,916
                                                                ========                                    ========
  
          Liabilities & Stockholders' Equity
  
  Accounts payable                                                   506                                         506
  Accrued liabilities                                              3,595                  720 (4)              4,315
  Deferred revenue                                                   166                                         166
  Current portion of capital lease obligations                     1,357                                       1,357
                                                                --------                                    --------
          Total current liabilities                                5,624                                       6,344
  Capital lease obligations, less current portion                  2,051                                       2,051
                                                                --------                                    --------
  
          Total liabilities                                        7,675                                       8,395
                                                                --------                                    --------
  
  Stockholders' equity:
  Common stock                                                        14                                          14
  Additional paid-in capital                                     115,161                                     115,161
  Other stockholders' equity                                        (393)                                       (393)
  Accumulated deficit                                            (40,215)              (4,046)(5)            (44,261)
                                                                --------                                    --------
          Total stockholders' equity                              74,567                                      70,521
                                                                --------                                    --------
          Total liabilities and stockholders' equity            $ 82,242                                    $ 78,916
                                                                ========                                    ========
  The accompanying notes are an integral part of these unaudited pro forma
                   condensed consolidated financial statements.
  
                                        -5-
  NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                    (Unaudited)
  
  The TV Disposition pro forma adjustments have been made to reflect the
  following:
  
  (1)  Cash consideration paid by the Company to NNC upon disposition.
  
  (2)  Elimination of assets included in TV Disposition.
  
  (3)  Value of investment in NNC in exchange for assets and other consideration.
  
  (4)  Additional liabilities for transaction costs associated with TV Disposition
       and loss on the sublet of the TV facility to NNC over the remaining term of
       the Company's lease.
  
  (5)  Loss on TV Disposition.
  
                                        -6-
  PREVIEW TRAVEL, INC. AND SUBSIDIARIES
             PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                     (In thousands, except per share amounts)
                                    (unaudited)
  Pro Forma
                                                                                     Adjustments
                                                                                      Reflecting            Pro Forma
                                                               Historical           TV Disposition         As Adjusted
                                                               ----------           --------------         -----------
  Revenues:
     Online                                                    $   9,435                                    $   9,435
     Television                                                    5,000             $ (4,769) (A)                231
                                                               ---------                                    ---------
          Total revenues                                          14,435                                        9,666
                                                                               
  Cost of revenues:                                                           
     Online                                                        4,293                                        4,293
     Television                                                    3,882               (3,882) (B)                  -
                                                               ---------                                    ---------
          Total cost of revenues                                   8,175                                        4,293
                                                                               
          Gross profit                                             6,260                                        5,373
  Operating expenses:                                                          
     Marketing and sales                                          15,148               (1,132) (C)             14,016
     Research and development                                      2,619                                        2,619
     General and administrative                                    4,711                 (627) (D)              4,084
                                                               ---------                                    ---------
          Total operating expenses                                22,478                                       20,719
                                                                               
          Loss from operations                                   (16,218)                                     (15,346)
  Interest income (expense), net                                   1,822                                        1,822
                                                               ---------                                    ---------
                                                                               
          Loss before income taxes                               (14,396)                                     (13,524)
  Income tax expense                                                 (36)                                         (36)
                                                               ---------                                    ---------
                                                                               
  Net Loss                                                     $ (14,432)                                   $ (13,560)
                                                               =========                                    =========
                                                                               
  Basic and diluted net loss per share                         $   (1.15)                                   $   (1.08)
                                                               =========                                    =========
  Weighted average shares outstanding                                          
    used in per share calculation                                 12,528                                       12,528
                                                               =========                                    =========
  The accompanying notes are an integral part of these unaudited pro forma
                   condensed consolidated financial statements.
  
                                        -7-
  PREVIEW TRAVEL, INC. AND SUBSIDIARIES
             PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED DECEMBER 31, 1997
                     (In thousands, except per share amounts)
                                    (unaudited)
  Pro Forma
                                                                                     Adjustments
                                                                                      Reflecting            Pro Forma
                                                               Historical           TV Disposition         As Adjusted
                                                               ----------           --------------         -----------
  Revenues:
     Online                                                    $   6,010                                    $   6,010
     Television                                                    7,634             $ (7,388) (A)                246
                                                               ---------                                    ---------
          Total revenues                                          13,644                                        6,256
  
  Cost of revenues:
     Online                                                        3,648                                        3,648
     Television                                                    5,751               (5,751) (B)                  -
                                                               ---------                                    ---------
          Total cost of revenues                                   9,399                                        3,648
  
          Gross profit                                             4,245                                        2,608
  Operating expenses:
     Marketing and sales                                           8,668               (1,643) (C)              7,025
     Research and development                                      1,825                                        1,825
     General and administrative                                    4,184                 (564) (D)              3,620
                                                               ---------                                    ---------
          Total operating expenses                                14,677                                       12,470
  
          Loss from operations                                   (10,432)                                      (9,862)
  Interest income (expense), net                                     266                                          266
                                                               ---------                                    ---------
  
          Loss before income taxes                               (10,166)                                      (9,596)
  Income tax expense                                                  (2)                                          (2)
                                                               ---------                                    ---------
  
  Net Loss                                                     $ (10,168)                                    $ (9,598)
                                                               =========                                    =========
  
  Basic and diluted net loss per share                         $   (3.54)                                    $  (3.35)
                                                               =========                                    =========
  Weighted average shares outstanding
    used in per share calculation                                  2,869                                        2,869
                                                               =========                                    =========
  The accompanying notes are an integral part of these unaudited pro forma
                   condensed consolidated financial statements.
  
                                        -8-
  PREVIEW TRAVEL, INC. AND SUBSIDIARIES
             PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED DECEMBER 31, 1996
                     (In thousands, except per share amounts)
                                    (unaudited)
  Pro Forma
                                                                                     Adjustments
                                                                                      Reflecting            Pro Forma
                                                               Historical           TV Disposition         As Adjusted
                                                               ----------           --------------         -----------
  Revenues:
     Online                                                    $   2,573                                    $   2,573
     Television                                                    9,801             $ (9,203) (A)                598
                                                               ---------                                    ---------
          Total revenues                                          12,374                                        3,171
  
  Cost of revenues:
     Online                                                        2,308                                        2,308
     Television                                                    7,000               (7,000) (B)                  -
                                                               ---------                                    ---------
          Total cost of revenues                                   9,308                                        2,308
  
          Gross profit                                             3,066                                          863
  Operating expenses:
     Marketing and sales                                           4,373               (1,558) (C)              2,815
     Research and development                                      1,314                                        1,314
     General and administrative                                    2,880               (1,440) (D)              1,440
                                                               ---------                                    ---------
          Total operating expenses                                 8,567                                        5,569
  
          Loss from operations                                    (5,501)                                      (4,706)
  Interest income (expense), net                                     (89)                                         (89)
                                                               ---------                                    ---------
          Loss before income taxes                                (5,590)                                      (4,795)
  Income tax expense                                                  (2)                                          (2)
                                                               ---------                                    ---------
  
  Net Loss                                                     $  (5,592)                                   $  (4,797)
                                                               =========                                    =========
  
  Basic and diluted net loss per share                         $   (3.43)                                   $   (2.94)
                                                               =========                                    =========
  Weighted average shares outstanding
    used in per share calculation                                  1,631                                        1,631
                                                               =========                                    =========
  The accompanying notes are an integral part of these unaudited pro forma
                   conxdensed consolidated financial statements.
  
                                        -9-
  PREVIEW TRAVEL, INC. AND SUBSIDIARIES
             PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED DECEMBER 31, 1995
                     (In thousands, except per share amounts)
                                    (unaudited)
  Pro Forma
                                                                                     Adjustments
                                                                                      Reflecting            Pro Forma
                                                               Historical           TV Disposition         As Adjusted
                                                               ----------           --------------         -----------
  Revenues:
     Online                                                    $     579                                    $     579
     Television                                                    9,564             $ (9,163) (A)                401
                                                               ---------                                    ---------
          Total revenues                                          10,143                                          980
  
  Cost of revenues:
     Online                                                        1,078                                        1,078
     Television                                                    8,393               (8,393) (B)                  -
                                                               ---------                                    ---------
          Total cost of revenues                                   9,471                                        1,078
  
          Gross profit                                               672                                          (98)
  Operating expenses:
     Marketing and sales                                           2,687               (2,150) (C)                537
     Research and development                                        626                                          626
     General and administrative                                    2,026               (1,620) (D)                406
                                                               ---------                                    ---------
          Total operating expenses                                 5,339                                        1,569
  
          Loss from operations                                    (4,667)                                      (1,667)
  Interest income (expense), net                                    (264)                                        (264)
                                                               ---------                                    ---------
  
          Loss before income taxes                                (4,931)                                      (1,931)
  Income tax expense                                                  (2)                                          (2)
                                                               ---------                                    ---------
  
  Net Loss                                                      $ (4,933)                                    $ (1,933)
                                                                =========                                    =========
  Basic and diluted net loss per share                          $  (4.02)                                     $ (1.57)
                                                                =========                                    =========
  Weighted average shares outstanding
    used in per share calculation                                  1,228                                        1,228
                                                                =========                                    =========
  The accompanying notes are an integral part of these unaudited pro forma
                   condensed consolidated financial statements.
  
                                       -10-
  NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (Unaudited)
  
  The TV Disposition pro forma adjustments have been made to reflect the
  following:
  
  (A)  Reduction in revenue associated with TV operations, offset by assumed
       Travel Update sales commission revenue under the Sales Representation
       Agreement.
  (B)  Reduction in cost of revenues associated with TV operations.
  (C)  Reduction in marketing and sales expenses associated with TV operations.
  (D)  Reduction in general and administrative expenses associated with TV
       operations.
  
                                       -11-
  (c)  Exhibits.
            --------
     
            2.1  Note and Warrant Purchase Agreement dated December 17, 
                 1998 among the Company, News Travel Network, Inc., a wholly 
                 owned subsidiary of the Company, and NewsNet Central, Inc.
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned thereunto duly authorized.
  
                                PREVIEW TRAVEL, INC.
                                (Registrant)
  
  Date:  December 23, 1998      By:   /s/ Kenneth R. Pelowski
                                      ------------------------------------------
                                      Kenneth R. Pelowski
                                      Executive Vice President, Finance and
                                      Administration and Chief Financial Officer
  
                                       -12-
  INDEX TO EXHIBITS
                                          
  
                                                                Sequentially
  Exhibit                                                         Numbered
  Number    Description                                             Page
  ------    -----------                                        --------------
  
  2.1       Note and Warrant Purchase Agreement dated
            December 17, 1998 among the Company, News
            Travel Network, Inc., a wholly owned subsidiary
            of the Company, and NewsNet Central, Inc.
  
   
  
                                       -13-