SecProbe.io

Mail Stop 3561
        May 18, 2007

Via Fax & U.S. Mail

Mr. Thomas J. McInerney
Executive Vice President and Chief Financial Officer
152 West 57th Street
New York, New York 10019

Re: IAC/INTERACTIVECORP
 Form 10-K for the year ended December 31, 2006
Filed March 1, 2007
 File No. 000-20570

Dear Mr. McInerney:

We have reviewed your response letter dated May 3, 2007 and have the following
comments.  Unless otherwise indicated, we  think you should revise your document in
future filings in response to these comments.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view 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.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2006

Notes to the Financial Statements

Note 2. Summary of Significant Accounting Policies

Mr. Thomas J. McInerney
IAC/INTERACTIVECORP
May 18, 2007 Page 2

- Revenue Recognition, page 77

1. We note from your response to our prio r comment 7 that domestic electronic
retailing transactions do not contain exp licit language pertaining to shipping terms
associated with the sale.  Please clarify for us how you have determined that title
passes to the customer at the time of shipment for these domestic electronic
retailing transactions.  Als o, please tell us if there are any further performance
obligations to the customer that remain  after shipment, specifically for these
domestic electronic retailing products.

Note 4. Adoption of SFAS No.123R and Stock-Based Compensation, page 89

2. We note from your response to our prio r comment 11 that the $67 million charge
was related to the modification of vested  options in conjunction with the Spin-off.
In light of the fact that it appears fr om your response that modifications were
made to unvested as well as vested options, and restricted stock units, please tell
us how you analyzed the unvested opti ons and restricted stock units in
determining the amount of the $67 million modification charge or any future
operating charges required as the un vested options become vested.

Other

3. As previously requested, 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 filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

********

Mr. Thomas J. McInerney
IAC/INTERACTIVECORP
May 18, 2007 Page 3

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Joseph A. Foti
Senior Assistant Chief Accountant