SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* VIVENDI UNIVERSAL (Last) (First) (Middle) 800 THIRD AVENUE (Street) NEW YORK NY 10152 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INTERACTIVECORP [ IACI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/11/2004
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01, of InterActiveCorp	05/11/2004		J(1)		43,181,308	D	(2)	0(1)	I(1)	FN(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock, par value $0.01, of InterActiveCorp	(3)	05/11/2004		J(4)			13,430,000	(3)	(3)	Common Stock	13,430,000	(2)	0(4)	I(4)	FN(4)

Explanation of Responses:

1. Vivendi Universal, S.A. ("Vivendi") sold its indirect subsidiary, Universal Studios, Inc., which at the time of sale held, directly or indirectly, 43,181,308 shares of common stock, par value $0.01 per share ("Common Stock"), of InterActiveCorp. Therefore, Vivendi no longer owns, directly or indirectly, any shares of Common Stock.

2. Not applicable.

3. Shares of Class B common stock, par value $0.01 per share ("Class B Common Stock"), of InterActiveCorp are identical in all respects to shares of Common Stock, except as to the number of votes per share, and are convertible by the holder thereof on a share for share basis into shares of Common Stock at any time.

4. Vivendi sold its indirect subsidiary, Universal Studios, Inc., which at the time of sale held, directly or indirectly, 13,430,000 shares of Class B Common Stock. Therefore, Vivendi no longer owns, directly or indirectly, any shares of Class B Common Stock

	/s/ George E. Bushnell III, Senior Vice President	05/25/2004
	** 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 4 (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).
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