Exhibit 5
                             [USA Interactive Logo]


BARRY DILLER
Chairman and
Chief Executive Officer



                                  June 2, 2002


Board of Directors
Ticketmaster
3701 Wilshire Blvd.
Los Angeles, CA  90010

To the Board of Directors:

         Today we are beginning a process that while complex we believe is in
the best interest of all Ticketmaster shareholders. I am writing you now in the
formal manner necessary in these matters, rather than in the conversational or
colloquial way I would far prefer, to let you know that USA Interactive ("USA")
intends to commence a transaction whereby USA would increase its equity
ownership, up to 100%, in Ticketmaster (the "Company") through an exchange offer
to be made to the Company's public stockholders.

         USA values its relationship with the Company's independent Board
members and management. We want to be clear that we in no way regard this
proposal as "hostile." We will be pleased to discuss this at any time - both
with company management, as well as a special committee of the Company's
disinterested directors (the "Special Committee"), which we expect will be
formed to consider this matter. We are prepared to discuss process, structure or
whatever else that management or the Special Committee and its advisors deem
appropriate, including alternative transaction structures such as a merger,
whether before or during the exchange offer.

         What we do feel about this proposed transaction is that it is very much
in the interests of the Company's public stockholders and the Company's
business. USA is a leading interactive commerce company, with multiple,
profitable interactive businesses and, we believe, the potential for dramatic
growth. By exchanging their shares in the Company for shares in USA, the
Company's public stockholders would participate in the opportunity and upside of
USA while retaining a continued ownership interest in the Company's businesses
through an ownership interest in USA.

         USA's current structure, with multiple public subsidiaries, is an
unusual one. Although we could continue to operate with the current structure,
we think a reconfiguration of the USA family along the lines we propose is in
everyone's interest. The transaction we propose, if concluded alone or together
with the other transactions mentioned below, would enhance our collective
ability to pursue a coordinated strategy for all of USA's businesses, with the
interests of all of those businesses aligned.



    152 West 57th Street, 42nd Floor, New York, New York 10019 212.314.7333
                                Fax 212.314.7339



         TO THE PROPOSAL:

         In the exchange offer, stockholders will be offered the opportunity to
exchange their shares in the Company on the basis of 0.8068 USA shares for each
Company share tendered for exchange. Based on May 31, 2002, closing prices, our
proposal values each outstanding share of the Company's common stock at $22.99
per share, which reflects a 7.5% premium to the Company's closing price on that
day.

         In the event that USA owns at least 90% of the outstanding shares of
each class of the Company's common stock as a result of the exchange offer, USA
would thereafter effect a merger of the Company with or into USA or an affiliate
of USA on the same terms as the exchange offer. However, the exchange offer
would not be conditioned on USA receiving 90% of the shares of any class of
stock.

         We intend to commence the exchange offer in the near future. You should
know that we intend to pursue similar transactions with Expedia, Inc. and
Hotels.com, and issue appropriate public announcements. None of these
transactions would be conditioned on any other.

         We know this will all be time consuming for you to sort through in your
role as Directors amid all the other responsibilities in your lives. We haven't
taken this step lightly, and so we don't presume upon your time without
believing this is the best future course for all of us. We also recognize that
for all sorts of reasons this may never result in more than conversation...it's
not meant to be a hard process and our attitude about this is that eventually in
the great scheme of time these companies will come together. While we very much
believe the timing is now, we're also ultimately neutral in any precise
demarking of same. We do, though, look forward to working through all of this
together with you.



                                           Sincerely,


                                           /s/  Barry Diller