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CORRESP
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IAC/InterActiveCorp

555 West 18th Street

New York, New York 10011

July 24, 2009

Mr. H. Christopher Owings
 Assistant Director

U.S. Securities and Exchange Commission
 Division of Corporation Finance

100
F Street, N.E.
 Washington, D.C. 20549

  Re:

  IAC/InterActiveCorp Annual Report on
  Form 10-K for the Fiscal Year Ended December 31, 2008 Filed
  March 2, 2009 and Definitive Proxy Statement on Schedule 14A Filed
  on April 30, 2009

  (File No. 000-20570)

Dear Mr. Owings:

This
letter includes the responses of IAC/InterActiveCorp (the “Company” or “IAC”)
to the comments of the staff of the Division of Corporation Finance (the “Staff”)
regarding those filings of the Company referenced above, which were delivered
to IAC in a comment letter dated July 7, 2009.  For your convenience, we have included in
this letter the text of the Staff’s comments followed by the responses of the
Company.  Unless otherwise indicated below, IAC will comply with the Staff’s
comments in future filings, as applicable, by including the proposed revisions described herein in such filings.

Annual
Report on Form 10-K

Item
1.  Business, page 1

1.         You state on page 16 that
you consider your “intellectual property rights, including patents, service
marks, trademarks and domain names, copyrights, trade secrets and similar
intellectual property, as critical” to your success.  Please disclose the importance of such
intellectual property with respect to each of your business segments, as well
as the duration and effect of all patents, trademarks and licenses.  Refer to Item 101(c)(1)(iv) of
Regulation S-K.

In
response to the Staff’s comment, the Company will expand the risk factor disclosure
that appears on pages 16 and 17 of its annual report on Form 10-K for
the fiscal year ended December 31, 2008 in future filings to include a
discussion of the importance of certain intellectual property with respect to
each of its principal reporting segments.
The proposed revised risk factor disclosure, with additions appearing in
all bold and italics and deletions appearing in brackets, is as follows:

We may fail to adequately protect
our intellectual property rights or may be accused of infringing intellectual
property rights of third parties.

We regard our intellectual property rights, including [patents, service
marks, trademarks and domain names, copyrights, trade secrets] trademarks and domain names, trade secrets,
patents, copyrights and other similar
intellectual property, as critical to our success.  [We also rely heavily upon software codes,
informational databases and other components that make up our various products
and services.]

For example, the businesses within our principal
reporting segments, our Media & Advertising, Match and ServiceMagic
reporting segments, rely heavily upon their principal trademarks (primarily
Ask.com, FunWebProducts, Match.com, ServiceMagic.com and related domain names
and logos), through which they market their services and strive to build and
maintain brand loyalty and recognition.
So long as these businesses continue to use these trademarks to identify
their products and services and renew related trademark registrations upon
their expiration, they will continue to have related trademark protections
indefinitely under current trademark laws, rules and regulations.

The businesses within our Media &
Advertising segment also rely heavily upon trade secrets, primarily search
algorithms through which organic search results are generated.  To a lesser extent, these businesses also
rely upon patented and patent-pending proprietary technologies and processes,
primarily those relating to search-related products and services, with
expiration dates for patented technologies ranging from [YEAR] to [YEAR], and
copyrighted material, primarily emoticons, characters and other content that is
incorporated into, and used in connection with the marketing of, downloadable
toolbars generally.

Our Match segment also relies upon patent-pending
proprietary technologies relating to matching process systems and related
features, products and services.  Our
ServiceMagic segment also relies heavily upon trade secrets, primarily the
matching algorithm through which members of its network of home service
professionals are matched with consumers, as well as related patented
proprietary technologies with expiration dates ranging from [YEAR] to
[YEAR].

We rely on a combination of laws and contractual restrictions with
employees, customers, suppliers, affiliates and others to establish and protect
[these] our various proprietary
rights.  For
example,  we have generally
registered and continue to apply to register and renew, or secure by contract
when appropriate, trademarks and service marks as they are developed and used,
and reserve, register and renew domain names as we deem appropriate.  Effective trademark protection may not be
available or may not be sought in every country in which products and services
are made available and contractual disputes may affect the use of marks
governed by private contract.  Similarly,
not every variation of a domain name may be available or be registered, even if
available.

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We  also
generally seek to apply for patents or for other similar statutory protections
as and if we deem appropriate, based on then current
facts and circumstances, and will continue to do so  in the future.  No assurances can be given
that any patent application we have filed will result in a patent being issued,
or that any existing or future patents will afford adequate protection against competitors
with similar technology.  In addition, no
assurances can be given that third parties will not create new products or
methods that achieve similar result without infringing upon patents owned by
us.

Despite these precautions, our intellectual property
rights may still not be protected in a meaningful manner, challenges to
contractual rights could arise or third parties could [it may be
possible for a third party to] copy or otherwise obtain and use our [trade
secrets or copyrighted] intellectual property without authorization [which, if
discovered, might require legal action to correct].  The occurrence of any of
these events could result in the erosion of our brand names and limitations on
our ability to control marketing on or through the internet using our various
domains, as well as impact our ability to effectively compete against
competitors with similar technologies, any of which could adversely affect our
business, financial condition and results of operations.  [In addition, no assurances
can be given that third parties will not independently and lawfully develop
substantially similar intellectual properties.]

[We have generally registered and continue to apply to register, or
secure by contract when appropriate, trademarks and service marks as they are
developed and used, and reserve and register domain names as we deem
appropriate.  While we vigorously protect
our trademarks, service marks and domain names, effective trademark protection
may not be available or may not be sought in every country in which products
and services are made available, and contractual disputes may affect the use of
marks governed by private contract.
Similarly, not every variation of a domain name may be available or be registered,
even if available.  Our failure to
protect our intellectual property rights in a meaningful manner or challenges
to related contractual rights could result in erosion of our brand names and
limit our ability to control marketing on or through the internet using our
various domain names, which could adversely affect our business, financial
condition and results of operations.]

[Some of our businesses have been granted patents and/or have patent
applications pending with the United States Patent and Trademark Office and/or
various foreign patent authorities for various proprietary technologies and
other inventions.  We generally seek to
apply for patents or for other appropriate statutory protection when we develop
valuable new or improved proprietary technologies or inventions are identified
and will continue to consider the appropriateness of filing for patents to
protect future proprietary technologies and inventions as circumstances may
warrant.  The status of any patent
involves complex legal and factual questions, and the breadth of claims allowed
is uncertain.  Accordingly, no assurances
can be given that any patent application we have filed will result in a patent
being issued, or that any existing or future patents will afford adequate protection
against competitors with similar

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technology.  In addition, no
assurances can be given that third parties will not create new products or
methods that achieve similar result without infringing upon patents owned by
us.]

From
time to time, we have been subject to legal proceedings and claims in the
ordinary course of business, including claims of alleged infringement and misuse of the [trademarks,
copyrights, patents and other] intellectual property rights of third
parties.  In addition, litigation may be
necessary in the future to enforce our intellectual property rights, protect
our trade secrets or to determine the validity and scope of proprietary rights
claimed by others.  Any litigation of
this nature, regardless of outcome or merit, could result in substantial costs
and diversion of management and technical resources, any of which could
adversely affect our business, financial condition and results of
operations.  Patent litigation tends to
be particularly protracted and expensive.

Item
1A.  Risk Factors, page 10

2.         Please include a risk factor
describing the risks to investors associated with being a controlled company.

In
response to the Staff’s comment, the Company will expand the risk factor disclosure
that appears on page 10 of its annual report on Form 10-K for the
fiscal year ended December 31, 2008 (which contains disclosure regarding
risks to investors associated with IAC being a controlled company) in future
filings to include a discussion of the risks to investors associated with the
Company’s reliance on exemptions for controlled companies from certain Nasdaq
corporate governance requirements.  The
proposed revised risk factor disclosure, with additions appearing in all bold
and italics, is as follows:

Mr. Diller currently
controls IAC.  If Mr. Diller ceases
to control IAC, Liberty Media Corporation may effectively control IAC.

Subject to the terms of an amended and restated stockholders agreement
between Mr. Diller and Liberty, Mr. Diller has an irrevocable proxy
to vote shares of IAC common stock and IAC Class B common stock held by
Liberty.  Accordingly, Mr. Diller
effectively controls the outcome of all matters submitted to a vote or for the
consent of IAC stockholders (other than with respect to the election by the holders
of IAC common stock of 25% of the members of IAC’s Board of Directors and
matters as to which Delaware law requires a separate class vote). Upon Mr. Diller’s
permanent departure from IAC, the irrevocable proxy terminates and, depending
upon the capitalization of IAC at such time, Liberty may effectively control
the voting power of the capital stock of IAC through its ownership of IAC
common stock and IAC Class B common stock.

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In addition, under an amended and restated governance agreement among
IAC, Liberty and Mr. Diller, each of Mr. Diller and Liberty generally
has the right to consent to limited matters in the event that IAC’s ratio of
total debt to EBITDA (as defined in the governance agreement) equals or exceeds
4:1 over a continuous 12-month period.
While neither of Mr. Diller nor Liberty may currently exercise this
right, no assurances can be given that this right will not be triggered in the
future, and if so, that Mr. Diller and Liberty will consent to any of the
limited matters at such time, in which case IAC would not be able to engage in
transactions or take actions covered by this consent right.

As
a result of Mr. Diller’s ownership interests and voting power, and Liberty’s
ownership interests and voting power upon Mr. Diller’s permanent departure
from IAC, Mr. Diller is currently, and in the future Liberty may be, in a
position to control or influence significant corporate actions, including
without limitation, corporate transactions such as mergers, business
combinations or dispositions of assets and determinations with respect to IAC’s
significant business direction and policies.
This concentrated control could discourage others from initiating any
potential merger, takeover or other change of control transaction that may
otherwise be beneficial to IAC, which could adversely affect the market price
of IAC securities.

Furthermore, given this concentrated control, IAC
falls within the definition of a “Controlled Company” for purposes of the
Marketplace Rules of The Nasdaq Stock Market (the “Marketplace Rules”).  As a Controlled Company, IAC is permitted,
and has elected, to opt out of certain corporate governance requirements in the
Marketplace Rules applicable to non-controlled companies, specifically,
those that would otherwise require (i) IAC’s board of directors to have a
majority of “independent” directors (within the meaning of the Marketplace
Rules) and (ii) nominations to IAC’s board of directors to be selected, or
recommended for selection, either by a nominating committee comprised entirely
of independent directors or by a majority of independent directors.  Accordingly, our stockholders may not have
the same protections afforded to stockholders of companies that are subject to
all of the corporate governance requirements of the Marketplace Rules.

Item 2.
Properties, page 18

3.         Please confirm that you have not
described the location and general character of each of your properties because
you have determined that such properties are not “materially important physical
properties” for you or your subsidiaries, or revise.  Refer to Item 102 of Regulation S-K.

The
Company confirms that it has not described the location and general character
of each of its properties  in historical
filings because it had determined that such properties were not “materially
important physical properties” for IAC and its subsidiaries.  The Company will
continue to evaluate whether any of its properties is a materially important
physical property for IAC and its subsidiaries in light of then current facts
and circumstances and if so, disclose the location and general character of
such properties in future filings.

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Financial
Position, Liquidity and Capital Resources, page 39

4.         Item 303(a)(1) and (2) of
Regulation S-K states that you should discuss known trends or any known
demands, commitments, events or uncertainties that will result in or that are
reasonably likely to impact your liquidity in any material way as well as any
material changes in the mix or relative cost of your capital resources.  Given recent trends and conditions in the
retail environment, please expand your disclosure to address the current and potential
future impact of these trends and conditions on your liquidity and capital
resources, giving particular consideration to the fact that your primary source
of liquidity is cash flows from operations.

The
Company has noted the Staff’s comments.
We respectfully submit that, following the spin-off of HSN, Inc. in
August 2008, the Company’s retail operating businesses are no longer
significant to IAC and its subsidiaries.
For example, retailing businesses that remained with IAC following the
spin-off of HSN, Inc. represented approximately 7% and 4% of IAC’s
consolidated revenues and Operating Income Before Amortization, respectively,
in 2008, and we expect comparable levels of contribution to consolidated
revenues and Operating Income Before Amortization in 2009.  In addition, the Company does not