SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13D
                                 (RULE 13D-101)

         INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
         13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

                               (Amendment No. 2)1

                      Ticketmaster Online-Citysearch, Inc.
                                (NAME OF ISSUER)

                 Class B Common Stock, par value $.01 per share
                         (TITLE OF CLASS OF SECURITIES)

                                    88633P203
                                 (CUSIP NUMBER)

             Julius Genachowski, Esq.    Daniel R. Goodman, Esq.
             USA Networks, Inc.          Ticketmaster Corporation
             152 West 57th Street        3701 Wilshire Boulevard
             New York, NY 10019          Los Angeles, CA 90010
             (212) 314-7200              (213) 381-2000

            (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
                     TO RECEIVE NOTICES AND COMMUNICATIONS)

                                October 23, 2000
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

      If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]

      NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.

                               (Page 1 of 3 Pages)


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1     The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

      The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).





ITEM 1.     SECURITY AND ISSUER

            This constitutes Amendment No. 2 (the "Amendment") to the Statement
on Schedule 13D (the "Statement"), dated December 2, 1999, as amended by
Amendment No. 1, dated June 26, 2000, with respect to shares of Ticketmaster
Online-Citysearch ("TMCS") Class B common stock, par value $.01 per share (the
"Class B Common Stock"). All capitalized terms used and not otherwise defined
herein shall have the meanings assigned to these terms in the Statement. The
principal executive offices of TMCS are located at 790 E. Colorado Boulevard,
Suite 200, Pasadena, California 91101.


ITEM 4.     PURPOSE OF THE TRANSACTIONS

            The information contained in Item 4 of the Statement is hereby
amended and supplemented by adding the following information:

            USA Networks, Inc. ("USAi") is considering possible transactions in
order to obtain the benefits of joint operation of the ticketing and
reservations businesses of TMCS and Ticketmaster Corporation, a wholly owned
subsidiary of USAi. These may include a merger or other transaction that could
involve the issuance to USAi of additional shares of TMCS common stock. USAi
intends to ask the TMCS Board to appoint a committee of independent
directors in connection with the foregoing.

            There can be no assurance that a transaction will occur, or what the
terms or form would be.

            Except as set forth herein, neither USAi nor, to the best of its
knowledge, any of its executive officers, directors or controlling persons has
any plan or proposal which relates to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.








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                                   SIGNATURES

      After reasonable inquiry and to the best of his or her knowledge and
belief, each of the undersigned certifies that the information in this statement
is true, complete and correct.

Date:  October 23, 2000

                                       USA NETWORKS, INC.


                                       By:   /s/ Julius Genachowski
                                           --------------------------
                                           Name:  Julius Genachowski
                                           Title: Senior Vice President,
                                                  General Counsel and
                                                  Secretary


                                       TICKETMASTER CORPORATION


                                       By:   /s/ Daniel R. Goodman
                                           -----------------------
                                           Name:  Daniel R. Goodman
                                           Title: Executive Vice President,
                                                  General Counsel and
                                                  Assistant Secretary










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