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IAC/InterActiveCorp

555 West 18th Street

New York, New York 10011

October 4, 2011

Ms. Mara L. Ransom

Legal Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             IAC/InterActiveCorp

Form 10-K for the 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 Ms. Ransom:

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 September 7, 2011.  For your convenience, we have included in this letter the text of the Staff’s comments followed by the responses of the Company.

Form 10-K for the Fiscal Year Ended December 31, 2010

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 26

Financial Position, Liquidity and Capital Resources, page 42

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

RESPONSE:  In response to the Staff’s comment, the Company will discuss its external sources of liquidity in our future Annual Report on Form 10-K and Quarterly Report on Form 10-Q filings, beginning with the Form 10-Q for the quarter ended September 30, 2011.  The proposed disclosure, to be updated in future filings as appropriate, is as follows:

Proposed Disclosure

The Company’s principal sources of liquidity are its cash and cash equivalents and marketable securities, as well as its cash flows generated from operations.  The Company currently does not have in place any formal arrangements that would provide it with external sources of financing such as a revolving credit or other similar facility. The Company has two tranches of warrants outstanding; both with expiration dates of May 7, 2012. The first tranche consists of warrants to acquire 13.7 million shares of IAC common stock at a strike price of $26.87 per share and the second tranche consists of warrants to acquire 4.5 million shares of IAC common stock at a strike price of $31.75 per share. The Company’s common stock price at [DATE], 2011 was $[XX.XX].  Assuming all the warrants were exercised on May 7, 2012, the total proceeds that the Company would receive would be $369.4 million for the first tranche and $144.4 million for the second tranche.

The Company anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations.  The Company expects that 2011 capital expenditures will be slightly less than 2010.  At [DATE], 2011, IAC had approximately [XXX] million shares remaining in its share repurchase authorization.  IAC may purchase shares over an indefinite period of time on the open market and in privately negotiated transactions, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook. The Company believes its existing cash, cash equivalents and marketable securities, together with its expected positive cash flows generated from operations in 2011 will be sufficient to fund its normal operating requirements, including capital expenditures, share repurchases, investing and other commitments for the foreseeable future.  Our liquidity could be negatively affected by a decrease in demand for our products and services.  The Company may make acquisitions and investments that could reduce its cash, cash equivalents and marketable securities balances and as a result, the Company may need to raise additional capital through future debt or equity financing to provide for greater financial flexibility. Additional financing may not be available at all or on terms favorable to us.

2.              Please revise your analysis of operating cash flows to provide a more detailed explanation of the offsetting factors 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 the reconciling items identified on the face of 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 statements.  When preparing the discussion and analysis of cash flows, you should address material changes in the underlying drivers that affect these cash flows.  These disclosures should also include a discussion of the underlying reasons for changes that affect cash flows.  Please revise to disclose the underlying reasons for material changes to better explain the

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variability in your cash flows.  See Section IV.B.1 of Release No. 33-8350 (December 19, 2003).

RESPONSE:  We have noted the Staff’s comment.  With respect to our discussion of cash flows from investing and financing activities, we believe our current discussion is not a recitation of reconciling items identified on the face of the statement of cash flows but rather a description of the sources and uses of cash related to our investing and financing activities that are reported on the face of our statement of cash flows.  However, the Company will revise its discussion of cash flows in our future Annual Report on Form 10-K and Quarterly Report on Form 10-Q filings, beginning with our Form 10-Q for the quarter ended September 30, 2011.  Specifically, we will revise our discussion and analysis of cash flows from operating activities to provide a more detailed explanation of the factors that contributed to the net change in cash flows.  In addition, we will address any material changes in the underlying drivers that affect cash flows and disclose the underlying reasons for any material changes to better explain the variability in our cash flows.  The proposed disclosure, prepared for our 2010 Form 10-K, which will be updated in future filings as appropriate, is set forth on Exhibit A hereto.  Given the substantial changes, the section is not marked to show changes from what was in our Form 10-K.

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 compensation decisions you refer to throughout your CD&A.  We note that 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.

RESPONSE:  In response to the Staff’s comment, the Company will revise the disclosure referred to above in future filings, such disclosure to include a discussion of the roles of our Chairman and CEO in the compensation-setting process, a clear statement of who made the compensation decisions we refer to throughout our CD&A, whether Mr. Diller or Mr. Blatt made recommendations regarding elements of compensation and the extent to which the Committee determined to pay or award compensation other than as recommended.  The proposed disclosure is set forth below (and will be appropriately modified in future filings to reflect actual circumstances), with additions appearing in bold italics and deletions appearing in brackets:

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Proposed Disclosure:

Roles and Responsibilities

The Compensation and Human Resources Committee of the Company’s Board of Directors (for purposes of this Compensation Discussion and Analysis, the “Committee”) has primary responsibility for establishing the compensation of the Company’s executive officers.  All compensation decisions referred to throughout this Compensation Disclosure and Analysis section have been made by the Committee, based, in part, on recommendations from Mr. Diller and Mr. Blatt as described below. The Committee currently consists of Messrs. Martinez, Keough and Rosenblatt.

The executive officers participate in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools. Historically, at year-end, Mr. Diller would meet with the Committee and discuss his views of corporate and individual executive officer performance for the prior year and his recommendations for appropriate compensation packages for the individual executive officers (other than himself). As a result of the senior management changes at the Company that took place in December 2010, this process for the 2010 year end involved Mr. Diller and Mr. Blatt meeting with the Committee separately, with Mr. Diller making recommendations regarding [to discuss] annual bonuses for each executive officer, other than himself, and Mr. Blatt making recommendations regarding year-end equity awards for each executive officer other than for Mr. Diller and himself[, respectively]. Following these discussions, the Committee met in executive sessions to discuss the recommendations. Following these discussions, the Committee met in executive sessions to discuss the recommendations.  After consideration of the recommendations and, in the case of cash bonuses, making an appropriate adjustment thereto after the Committee’s evaluation of the factors described below under “2010 Bonuses”, the Committee [and to] ultimately determined the compensation packages for each executive officer.

2010 Bonuses, page 21

4.              We note your disclosure that both the EBITA 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 price performance measures achieved and explain how those performance measures grew by at least 5%.

·                  Describe how EBITA was calculated, whether this measure was adjusted and, if so, explain how the measurements were calculated.

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·                  Describe the factors the 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 of Item 402(b) of Regulation S-K.

RESPONSE:  In response to the Staff’s comments, the Company notes that, subject to the attainment of performance goals that are set solely for purposes of ensuring the tax deductibility of compensation, the payment of annual bonuses is at the sole discretion of the Compensation and Human Resources Committee (the “Committee”).  As stated in our 2011 Proxy Statement, the establishment of performance goals and maximum bonus amounts is undertaken solely to meet the requirements of Section 162(m) of the Internal Revenue Code, which relates to the deductibility of certain executive compensation.  Satisfaction of one or more of the performance goals established by the Committee allows for the payment of bonuses that will be deductible by the Company for federal income tax purposes, should any bonuses be awarded to the Company’s named executive officers.  Satisfaction of the applicable performance goals does not obligate the Committee to approve any specific bonus amount for any executive officer and while satisfaction of the performance goals established for 162(m) purposes is a condition to payment of annual bonuses, if the pre-condition to payment is satisfied, the Committee considers a range of factors in determining the bonus amount for any executive.

The determination of bonus amounts is based on a non-formulaic assessment of factors that vary from year to year, and such factors are identified in our annual proxy statements, including the 2011 Proxy Statement.  While the Company has provided information on its performance measures in the past, the Company does not believe that either these performance measures or the requested disclosures in the first three bullets above are material elements of the Company’s executive compensation policies or decisions.  The information regarding performance goals provided in the 2011 Proxy Statement demonstrates the Company’s satisfaction of the requirements for performance-based compensation under Section 162(m) of the Code.  The specific discussion of the actual factors considered in setting bonus amounts is, we believe, the meaningful disclosure relating to bonus awards and the determination thereof.  With this background, the Company hereby responds to the Staff’s comments in more detail:

With respect to the Staff’s comment in the first bullet above, the Company notes that it has not previously disclosed the maximum bonus amount set for each executive given the rationale behind the establishment of the maximum bonus amounts, i.e., the amount has historically been established purely as a tax compliance matter.  While the maximum amount is an absolute limit, the amount is well in excess of any likely bonus payment and the Company believes that disclosing this number would place undue importance on a bonus number that does not reflect a likely outcome and would distract stockholders from the actual factors considered by the Committee and actual bonuses paid.

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With respect to the Staff’s comments in the second and third bullets above, the Company acknowledges that these measures have been disclosed in its Proxy Statements since 2008 in response to a specific comment from the Staff.  Notwithstanding this historical disclosure, the Company believes that to provide additional disclosure regarding measures that do not currently constitute material elements of the Company’s compensation policies would distract investors from focusing their attention on the actual factors considered in setting bonus amounts (as disclosed above), which the Company believes is more meaningful disclosure relating to bonus awards and the determination thereof.

With respect to the Staff’s comments set forth in the last bullet above, the Company refers to the disclosure on page 21 of the 2011 Proxy Statement under the heading “2010 Bonuses” which describes the primary factors considered in setting actual bonus amounts.  The Proxy Statement also provides that in considering these factors, there is no formulaic calculation followed and no specific weight given to any specific factor.  As a result, other than adding disclosure regarding individual performance to respond to the Staff’s comment number 6 below and set forth on Exhibit B hereto, the Company respectfully submits that no additional disclosure is warranted in this instance.

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 Regulation S-K and Question 119.02 in the Compliance and Disclosure Interpretations relating to Regulation S-K, located at our website.

RESPONSE:  The Staff’s comment is noted, and the Company has once again reviewed the material cited above.  While Question 119.02 states that amounts earned under a non-equity incentive plan that permits the exercise of negative discretion in determining bonus amounts generally would be reportable in the Non-equity Incentive Plan Compensation column, the Company believes that where the performance targets are not the same factors that are considered in setting actual bonus amounts, but rather mechanisms to ensure the tax deductibil