June 14, 2005


Via Facsimile and U.S. Mail
Gregory R. Blatt
Executive Vice President, General Counsel and Secretary
IAC/InteractiveCorp
152 West 57th Street
New York, NY 10019

Re:	IAC/InterActiveCorp
	Amendment No. 1 to Form S-4
      Filed on June 3, 2005
	File No. 333-124340

Dear Mr. Blatt:

      We have reviewed the above filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Cover Page
1. Please revise your disclosure in the fourth paragraph, and
throughout the document, to reflect your plan to hold the annual
meeting to vote on the spin-off proposal, and other IAC proposals,
prior to completion of the merger.  In this regard, we note your
response to prior comment 44.
2. Please clarify that former stockholders of Ask Jeeves who
receive
IAC common stock pursuant to the merger will receive common stock
in
the spun-off entity.


Risk Factors, page 23
3. We note your response to prior comment 10.  Please revise to
eliminate the reference to risks described in other documents
filed
with the Commission.  All material risks should be described here.
Additionally, please revise the language in the fourth paragraph
suggesting that only "certain" rather than all "material" risks
relating to the spin-off are disclosed.

IAC is controlled by Mr. Diller, page 26
4. Please consider expanding this risk factor, with appropriate
bolded subcaptions if necessary, to provide shareholders a better
sense of what control by a significant shareholder means.

After the spin-off, Expedia may be unable to make the changes
necessary, page 29
5. Please provide a separate risk factor, with its own subheading,
to
address the additional costs associated with being a public
company.

After the spin-off, page 30
6. Please refer to the third paragraph in this risk factor.
Please
either revise or delete because it refers to IAC asking the reader
for approval of the corporate opportunity proposal.

Opinion of Allen & Company LLC, page 54
Premiums Paid in Comparable Merger Transactions, page 58
7. We note your response to prior comment 30 and we reissue the
comment, in part.  In the interest of balanced disclosure, please
revise your explanation of the graphical results to clarify that
the
premium paid in this transaction falls at the lower end of the
range
of comparable transactions.

Potential OIBA Dilution Analysis, page 61
8. Please disclose the amount by which Allen & Co. projects the
merger will be dilutive.

Exhibits
Exhibit 8.1
9. It appears that you are filing a short-form opinion.  As such,
please revise this exhibit and the prospectus discussion of the
tax
consequences to clearly state that the discussion in the
prospectus
is counsel`s opinion.  Similarly revise exhibit 8.2.


Exhibit 8.2
10. Please delete the reference to "Certain" when referring to the
prospectus tax discussion under Material United States Federal
Income
Tax Consequences.
Exhibit 99.5
11. We note the second item listed.  Please be advised that we
believe any adjournments for the purpose of soliciting additional
votes is a separate item requiring a vote.
Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      Please amend the Form S-4 in response to these comments.
Marked copies of the amendments greatly facilitate our review.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information.  Please file the response letter as correspondence on
EDGAR.  Detailed cover letters greatly facilitate our review.

      You may contact Mathew C. Bazley at (202) 551-3382 with any
questions or you may reach me at (202) 551-3210.

Sincerely,


								Susan C. Block
								Attorney - Advisor
cc: 	Via facsimile: (212) 403-2327
	David C. Karp
	Adam J. Shapiro
	Roy J. Katzovicz
	Wachtell, Lipton, Rosen & Katz
	51 West 52nd Street
	New York, NY 10019

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IAC/InterActiveCorp
June 14, 2005
Page 1