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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Schwerdtman Michael H

(Last)

(First)

(Middle)

C/O IAC/INTERACTIVECORP

152 WEST 57TH STREET, 42ND FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/02/2004

3. Issuer Name and Ticker or Trading Symbol
IAC/INTERACTIVECORP [ IACI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	12/01/2005⁽¹⁾	12/01/2008⁽¹⁾	Common Stock	2,881	0	D
Restricted Stock Units	02/04/2005⁽²⁾	02/04/2009⁽²⁾	Common Stock	1,637	0	D
Restricted Stock Units	12/02/2005⁽²⁾	12/02/2009⁽²⁾	Common Stock	4,382	0	D

Explanation of Responses:

1. Represents restricted stock units acquired pursuant to the Company's 2000 Stock and Annual Incentive Plan, 25% of which vest on each of the second, third, fourth and fifth anniversaries of the date of grant.

2. Represents restricted stock units acquired pursuant to the Company's 2000 Stock and Annual Incentive Plan, which vest in equal installments over five years.

	Michael H. Schwerdtman	12/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

	The undersigned hereby constitutes and appoints
each of Gregory R. Blatt, Joanne Hawkins and Tanya M.
Stanich, signing singly, as the undersigned's true and
lawful attorney-in-fact to:

	(1)	execute for and on behalf of the
undersigned, in the undersigned's capacity as an
officer of IAC/InterActiveCorp (the "Company"), Forms
3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules
thereunder (the "Exchange Act") and Form ID to obtain
EDGAR codes for use in filing Forms 3, 4 and 5;

(2)	do and perform any and all acts for and on
behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4
or 5 or Form ID, complete and execute any amendment or
amendments thereto, and timely file such forms with
the United States Securities and Exchange Commission
and any stock exchange or similar authority;

(3)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion; and

(4)	seek or obtain, as the undersigned's attorney-
in-fact and on the undersigned's behalf, information
regarding transactions in the Company's securities
from any third party, including brokers, employee
benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to
release any such information to such attorney-in-fact
and approves and ratifies any such release of
information.

	The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in
connection with the exercise of any of the rights and
powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if
personally present, with full power of substitution or
revocation, herby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Exchange Act.

	This Power of Attorney shall remain in full
force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in
securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

	This Power of Attorney does not relieve the
undersigned from responsibility for compliance with
the undersigned's obligations under the Exchange Act,
including, without limitation, the reporting
requirements under Section 16 of the Exchange Act.
Additionally, although pursuant to this Power of
Attorney the Company will use commercially reasonable
best efforts to timely and accurately file Section 16
reports on behalf of the undersigned, the Company does
not represent or warrant that it will be able to in
all cases timely and accurately file Section 16
reports on behalf of the undersigned due to various
factors, including, but not limited to, the shorter
deadlines mandated by the Sarbanes-Oxley Act of 2002,
possible time zone differences between the Company and
the undersigned and the Company's need to rely on
others for information, including the undersigned and
brokers of the undersigned.

	IN WITNESS WHEREOF, the undersigned had caused
this Power of Attorney to be executed as of this 9th
day of December 2004.




	/s/ Michael H. Schwerdtman
	___________________________
Name:	Michael H. Schwerdtman
Title:	Vice President and Controller

IAC/InterActiveCorp