SecProbe.io

Mail Stop 3561

June 15 , 2016

Glenn H. Schiffman
Chief  Financial Officer
IAC/ InterActiveCorp
555 West 18th Street
New York, New York 10011

Re: IAC/ InterActiveCorp
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 29 , 2016
Form 8 -K filed May 4, 2016
File No. 0 -20570

Dear Mr. Schiffman :

We have limited our review of your filing to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations f or the Years Ended December 31, 2015 , 2014 and 2013

Revenue, page 33

1. We note your disclosur e of the percentage increase in Match Group, total Dating and
International Direct revenue excluding the effect of foreign exchange in your discussion
for the year ended December 31, 2015 compared to the year ended December 31, 2014.
These percentage incr eases are computed based on non -GAAP financial measures.  As
such, in future filings please provide a reconciliation of Match Group, total Dating and

Glenn H. Schiffman
IAC/InterActiveCorp
June 15 , 2016
Page 2

 International Direct revenues excluding the effects of foreign exchange with the most
directly comparable financial measures calculated and presented in accordance with
GAAP and the other disclosures required by Item 10(e) (1)(i)  of Regulation S -K.  Please
refer to question 104.06 of the Compliance and Disclosure Interpretations related to Non -
GAAP measures updated May 17, 2016.

Item 8. Consolidated Financial Statements  and Supplementary Data

Notes to Consolidated Financial Statements, page 60

General

2. We note your disclosure on page 2 regarding the acquisition of Plentyoffish Media, Inc.
It appears that Plentyoffish Media, Inc. meets the definition of a significant subsidiary in
Rule 1 -02(w) of Regulation S -X.  As such, please tell us your con sideration of disclosing
the information required by ASC 805 -10-50 with respect to the acquisition.

Note 2. Summary of Significant Accounting Policies

Goodwill and Indefinite -Lived Intangible Assets, page 66

3. Please tell us qualitative factors you cons idered related to the goodwill impairment
assessments of your Connected Ventures and DailyBurn reporting units that lead you to
the conclusion that is was more likely than not the fair values of the reporting units were
greater than their carrying amounts.

Note 8  Long -Term Debt , page 82

4. We note your disclosure that there are additional covenants under the Match Group
Credit Facility and the Match Group Term Loan that limit Match Group's ability and the
ability of its subsidiaries to, among other things , incur indebtedness, pay dividends or
make distributions.  Please tell us your consideration of the disclosure requirements in
Rule 4 -08(e) (3) of Regulation S -X related to these new credit agreements.

Note 12 Stock -Based Compensation, page 87

5. Please di sclose the t otal compensation  cost for stock -based payment a rrangements
recognized in statement of operations for the years presented.  Refer to ASC 718 -10-50-
2h.  In addition, p lease show us how to reconcile stock -based compensation expense and
exercise o f stock options and other awards to the amounts disclosed in the consolidated
statements of cash flows and stockholders’ equity for each year presented.   Further,
please tell us how excess tax benefits are classified in the statement  of stockholders’
equit y for the periods presented .

Glenn H. Schiffman
IAC/InterActiveCorp
June 15 , 2016
Page 3

 Form 8 -K filed May 4, 2016

6. You disclosure of non -GAAP financial measures in Summary Results of the earnings
release precedes the most directly  comparable GAAP measure, which may be
inconsistent with the updated Compliance and Disclosure Interpretations issued on May
17, 2916.  Please review this guidance when preparing your next earnings release.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 responding to our comments, please provide  a written statement from the co mpany
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.

You may contact Tony Watson, Accountant, at (202) 551 -3318 if yo u have questions
regarding comments on the financial statements and related matters.  You may contact me at
(202) 551 -3344 with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products