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Mail Stop 3561          July 2, 2008   Barry Diller Chairman of the Board and Chief Executive Officer IAC/InterActiveCorp 555 West 18
th Street
New York, NY  10011
Re: IAC/InterActiveCorp
 Preliminary Proxy Statement on Schedule 14A Filed June 9, 2008
  File No. 0-20570

Dear Mr. Diller:
We have reviewed your filing and have th e 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 commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  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 requir ements 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 fr ee to call us at the
telephone numbers listed at the end of th is letter.
 Preliminary Proxy Statement

Questions and Answers About the 2008 Annual Meeting and Voting, page 1
“What are my voting choices when voting for director nominees …”, page 2

1. We note the disclosure that the election of the directors “requi res the affirmative vote of a
plurality of the total number of votes cast by the holder of shares of IAC capital stock
voting together as a single class .” (emphasis added)  Pl ease clarify here, through a
defined term or otherwise, that when you refe r to the IAC capital stock you are referring

Barry Diller
IAC/InterActiveCorp July 2, 2008
Page 2
to the common stock, the Class B common stock and the Series B preferred stock and that the Class B common stock is entitled to ten votes per share and that the Series B
preferred stock is entitled to two votes per share.
 Proposal 2 – Preferred Stoc k Merger Proposal, page 12

2. Please provide an estimate of the total merg er consideration to be paid (assuming no
exercise of dissenter’s rights).
 Material U.S. Federal Income Tax C onsequences of the Merger, page 19

3. Please clarify in the first paragraph that th e disclosure addresses the “material” tax
consequences of the merger.  Please make a similar revision on page 26 regarding the tax consequences of the proposed reverse stock split.
 Compensation Discussion and Analysis, page 34

Philosophy and Objectives, page 34

4. We note the disclosure in the first full pa ragraph on page 35 that the company believes
that “arithmetic approaches” to setting co mpensation are often inadequate.  Please
provide additional disclosure to explain how th at statement is consistent with the last
sentence in the second full paragraph on page  35 that “a significant percentage of overall
pay takes the form of objectively determin able, success-based, long-term compensation.”

5. In the first full paragraph on page 36, please disclose whether the committee used any
survey data in making compensation decisions for the year ended December 31, 2007.
 Compensation Elements, page 36

6. Please disclose the factors considered by the committee in determining that executive salaries should not be adjusted.

7. Please disclose the EBITA or share price grow th targets that were set during 2007 for the
purposes of determining annual bonuses.  To the extent you believe disclosure of these
goals is not required because it could result in competitive harm, provide us on a supplemental basis a detailed explanation for th is conclusion.  See instruction 4 to Item
402(b) of Regulation S-K.  If disclosure would cause competitive harm, please discuss further how difficult it will be for the named executive officer or how likely it will be for you to achieve the goals or other factors.

8. Under the sub-heading “Long-Term Incentives,” please disclose or give examples of the
“variety of factors” that determine the le vel of equity awards in a given year.

Barry Diller
IAC/InterActiveCorp July 2, 2008
Page 3
9. We note the disclosure on page 38 that Me ssrs. Kaufman, Lebda, McInerney and Blatt
each received restricted stock units based on “target” performance in 2007.  Please
disclose the goal or metric used to determine “target” performance.

*****

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
 ‚ staff comments or changes to disclosure in response to staff comments 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 federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.     You may contact Blair Petrillo, Staff Attorn ey, at (202) 551-3550, Ellie Bavaria, Special
Counsel, at (202) 551-3238 or me at  (202) 551-3720 with any questions.
          S i n c e r e l y ,             H. Christopher Owings
Assistant Director

Barry Diller
IAC/InterActiveCorp July 2, 2008 Page 4

  cc: Pamela Seymon  Wachtell, Lipton, Rosen & Katz