SecProbe.io

September 7, 2011
 Via E-mail

Gregory R. Blatt Chief Executive Officer IAC/InterActiveCorp 555 West 18th Street  New York, NY 10011
Re: IAC/InterActiveCorp
Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 1, 2011 Definitive Proxy Statement on Schedule 14A Filed April 29, 2011
  File No. 000-20570

Dear Mr. Blatt:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
  Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe  our comments apply to your f acts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for the Fiscal Year Ended December 31, 2010

 Item 7.    Management's Discussion and Anal ysis of Financial Condition and Results of
Operations , page 26
 Financial Position, Liquidity a nd Capital Resources, page 42

1. Please discuss your external sources of liqui dity.  See Item 303(a )(1) of Regulation S-
K.

2. Please revise your analysis of operating cash flows to provide a more detailed
explanation of the offsetting f actors that contributed to the net change in cash flows.
In addition, we note that your discussion of  cash flows from investing and financing
activities is essentially a recitation of th e reconciling items iden tified on the face of

Mr. Gregory R. Blatt IAC/InterActiveCorp September 7, 2011 Page 2

 the statement of cash flows.  This does not appear to contribute substantively to an
understanding of your cash flows.  Rather , it repeats items that are readily
determinable from the financial statemen ts.  When preparing the discussion and
analysis of cash flows, you should address material changes in the underlying drivers
that affect these cash flows.  These disclo sures should also include  a discussion of the
underlying reasons for changes that affect cas h flows.  Please revise to disclose the
underlying reasons for material changes to be tter explain the variab ility in your cash
flows.  See Section IV.B.1 of Release No. 33-8350 (December 19, 2003).

Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 19

3. Please discuss your Chairman’s and CEO’s role in the compensation-setting process
and clearly state who made the compensa tion decisions you refer to throughout your
CD&A.  We note your disclosure on page 20 that Mr. Diller and Mr. Blatt met with
the Committee to discuss annual bonuses and year-end equity awards; however, it is
not clear what input they provided. Disclose  whether Mr. Diller or Mr. Blatt made
recommendations regarding elements of compensation and discuss the extent to
which the Committee determined to pay or award compensation other than as
recommended. See Item 402(b)(2 )(xv) of Regulation S-K.
 2010 Bonuses, page 21

4. We note your disclosure that both the EB ITA and share price growth performance
targets were met, and the Committee then exercised its right to reduce target bonus
amounts.  Please disclose the following:
 Disclose the maximum bonus  award payable to each named executive officer.
 Disclose the actual EBITA and share pr ice performance measures achieved
and explain how those performance measures grew by at least 5%.
 Describe how EBITA was cal culated, whether this measure was adjusted and,
if so, explain how the adju stments were calculated.
 Describe the factors th e Committee considered in  reducing the bonus amounts
and explain how these amounts were determined for each of the named executive officers.

See Item 402(b)(1)(v), Item 402(b)(2)(vi) and (ix), and Instruction 5 to Item 402(b) of
Regulation S-K.

5. Please explain why you believe your annual bonus should be reported in the bonus
column of the summary compensation table and not in a non-equity incentive plan
compensation column.  See Item 402(a)(6 )(iii) of Regulati on S-K and Question
119.02 in the Compliance and Disc losure Interpretations re lating to Regulation S-K,
located at our website.

Mr. Gregory R. Blatt IAC/InterActiveCorp September 7, 2011 Page 3

 6. We note your disclosure that individual performance is analyzed to determine the
annual bonuses.  Please disclose how indi vidual roles factored into the annual
bonuses for each named executive officer.  See Item 402(b)(2)(vii) of Regulation S-K.
 Security Ownership of Certain Benefi cial Owners and Management, page 42

7. We note your response dated July 24, 2009 to  comment 8 in our letter dated July 7,
2009 that you will “disclose th e total number of outstand ing shares of common stock
and Class B common stock on which the ownership percentages in the table are determined…in future filings.”  Please disc lose the total number of outstanding shares
of common stock and Class B common stock on which the ownership percentages in
the table were determined.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that th e filings includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written 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 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.

Please contact Angie Kim, Staff Attorn ey, at (202) 551-3535, Brigitte Lippmann,
Special Counsel, at (202) 551-3713 or me at  (202) 551-3720 with any other questions.

Sincerely,
   /s/ Brigitte Lippmann    for
Mara L. Ransom Legal Branch Chief
 cc: Gregg Winiarski, General Counsel