SEC 1746
(11-02)

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UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13D

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David Ellen
Acting General Counsel
InterActiveCorp
152 West 57th Street
New York, NY  10019
(212) 314-7300

Bradley D. Serwin

General Counsel

Ticketmaster
8800 Sunset Blvd.

Los Angeles, California 90069

(310) 360-3370

Item 1.

Security and Issuer

This Statement on Schedule 13D (the “Statement”) relates to the common stock, $0.001 par value (the “Common Stock”), of Fairmarket Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 500 Unicorn Park Drive, Woburn, Massachusetts 01801.

Item 2.

Identity and Background

This Statement is being filed by IAC, Ticketmaster and Barry Diller, the Chairman and Chief Executive Officer of IAC (together with IAC and Ticketmaster the “Reporting Persons”).  The principal business offices of Ticketmaster are located at 8800 Sunset Blvd., Los Angeles, California 90069.  Ticketmaster provides automated ticketing services to its client venues, promoters and sport franchises, which provide patrons with the alternatives of purchasing tickets through operator-staffed call centers, the Internet and independent sales outlets. The principal business offices of IAC are located at 152 West 57th Street, New York, NY 10019.  IAC is comprised of the following operating businesses: Expedia, Inc. (Nasdaq: EXPE), which oversees Interval International and TV Travel Shop; Hotels.com; HSN; Ticketmaster, which oversees Evite and ReserveAmerica; Match.com, which oversees uDate.com; Entertainment Publications; Citysearch; and Precision Response Corporation.  IAC has also entered into an agreement to acquire LendingTree (Nasdaq: TREE), which is expected to be completed in the third quarter of 2003.  The goal of IAC is to be the world’s largest and most profitable interactive commerce company by pursuing a multi-brand strategy.

As of the date of this Statement, Ticketmaster is the record owner of the Company Common Stock covered under this Statement and thus, has the direct power to vote and direct the disposition of the Shares.  As the sole parent of Ticketmaster, IAC has the indirect power to vote and dispose of the Shares.  Mr. Diller, Universal Studios, Inc., Liberty Media Corporation, and Vivendi Universal, S.A. are parties to a stockholders agreement (the “IAC Stockholders Agreement”) relating to IAC.  Mr. Diller’s business address is, c/o IAC at 152 West 57th Street, New York, New York 10019.  Through his own holdings and the IAC Stockholders Agreement, Mr. Diller has the right, directly or indirectly, to control approximately 64.2% of the outstanding total voting power of IAC.  As a result, except with regard to certain specified matters, Mr. Diller generally has the ability to control the outcome of all matters submitted to a vote of IAC’s stockholders. 

The Reporting Persons have entered into a Joint Filing Agreement, dated June 30, 2003, a copy of which is attached as Exhibit 99.1 hereto, pursuant to which the Reporting Persons have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.

Annex A attached to this Statement contains the following information concerning each director and executive officer of Ticketmaster: (a) the name and residence or business address; (b) the principal occupation or employment; and (c) the name, principal business and address of any corporation or other organization in which such employment is conducted.  Annex A is incorporated herein by reference.  To the knowledge of Ticketmaster, each of the persons named on Annex A (the “Annex A Persons”), is a United States citizen.  During the last five years, neither Ticketmaster nor any of the Annex A Persons (to the knowledge of Ticketmaster) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Annex B attached to this Statement contains the following information concerning each director, executive officer and controlling person of IAC, including Mr. Diller:  (a) the name and residence or business address; (b) the principal occupation or employment and (c) the name, principal business and address of any corporation or other organization in which such employment is conducted.  Annex B is incorporated herein by reference.  To the knowledge of IAC, each of the persons named on Annex B (the “Annex B Persons”), is a United States citizen.  During the last five years, neither IAC nor any of the Annex B Persons (to the knowledge of IAC) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

Ticketmaster has been the beneficial owner and record holder of the Common Stock since September, 1999.  With respect to such ownership Ticketmaster has previously filed a Schedule 13G, pursuant to Rule 13d-1(d).  Ticketmaster purchased the shares of Common Stock in exchange for $5.25 million in cash (from its working capital) and other consideration consisting of a multi-year joint auction services agreement and a licensing agreement for the use of the technology of CityAuction, Inc., a wholly owned subsidiary of Ticketmaster.  The licensing agreement and the joint auction services agreement together were valued at $10.5 million.  The total consideration paid to the Company was valued at $15.75 million at the time of the purchase of the Common Stock.  No funds of IAC or Mr. Diller were used to purchase the shares of Common Stock.

Item 4.

Purpose of Transaction

Ticketmaster acquired beneficial ownership of the Common Stock to which this Statement relates for investment purposes.

On June 20, 2003, the Company announced that eBay had signed an agreement to acquire substantially all of the Company’s technology and business assets for $4.5 million in cash (the “Acquisition”). This announcement followed a year-long commercial relationship between the companies that involved the Company’s technology platform for creating online promotions and loyalty programs in conjunction with eBay’s user community.  The acquisition, which is subject to approval by the Company’s stockholders and the satisfaction of other customary closing conditions, is expected to close in the third quarter of 2003.

In connection with the proposed Acquisition, Ticketmaster and eBay entered into a voting agreement on June 20, 2003 (the “Agreement”).  Pursuant to the Agreement, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, unless otherwise directed by eBay, Ticketmaster agreed, on or after July 5, 2003, to vote the Common Stock owned by Ticketmaster in favor of the Acquisition and against any transaction, proposal, or other actions that may impede, interfere with, delay, postpone or otherwise adversely affect the Acquisition.  Contemporaneously with the execution of the Agreement, Ticketmaster delivered to eBay an irrevocable proxy effective on or after July 5, 2003 with respect to all of the Common Stock held by Ticketmaster and agreed to deliver an additional irrevocable proxy signed by the record owner of any outstanding shares of Common Stock that are beneficially owned but not of record by Ticketmaster.

Item 5.

Interest in Securities of the Issuer

a)  The reporting persons beneficially own 2,250,000 shares of the Company Common Stock, representing 8.4% of shares of the Company Common Stock reported to be outstanding as of May 7, 2003.  There were 26,702,862 shares of the Company Common Stock outstanding as of May 7, 2003, based on information provided in the Company’s Quarterly Report on Form 10-Q filed May 9, 2003.

b)  As of the date of this Statement, Ticketmaster has the direct power to vote and direct the disposition the 2,250,000 shares of the Company Common Stock held by it.  As the sole parent of Ticketmaster, IAC has the indirect power to vote and dispose of the Company Common Stock held by Ticketmaster.  Mr. Diller has the right, directly or indirectly, to control approximately 64.2% of the outstanding total voting power of IAC.

c)  Other than the Agreement previously described in Item 4 above, none of Ticketmaster, IAC, any Annex A Person (to the knowledge of  Ticketmaster) and any Annex B Person (to the knowledge of Ticketmaster) has effected any transactions in the Company Common Stock during the past 60 days.

d)  No person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.

e)  Not Applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as described in Items 2, 3 and 4 and the agreements incorporated herein by reference and set forth as exhibits hereto, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.

Material to Be Filed as Exhibits

Exhibit No.

Description of Exhibit

99.1

Joint Filing Agreement by and among IAC,Ticketmaster and Barry Diller dated as of June 30, 2003.

99.2*

Voting Agreement by and between eBay Inc. and Ticketmaster dated as of June 20, 2003.

Date

/s/ Kerry Samovar

Signature

Kerry Samovar  Vice President

Name/Title

Date

/s/ Joanne Hawkins

Signature

Joanne Hawkins  Vice President

Name/Title

Date

/s/ Barry Diller

Signature

Barry Diller

Name

NAME AND BUSINESS ADDRESS

PRINCIPAL OCCUPATION OR EMPLOYMENT

PRINCIPAL BUSINESS IN WHICH SUCH EMPLOYMENT IS CONDUCTED

Terry Barnes

Chairman, Ticketmaster

Ticketmaster

Susan Bracey

Executive Vice President and Chief Financial Officer, Ticketmaster

Ticketmaster

David Ellen*
152 West 57th Street
New York, New York, 10019

Acting General Counsel, IAC

IAC

Dara Khosrowshahi*
152 West 57th Street
New York, New York, 10019

Executive Vice President and Chief Financial Officer, IAC

IAC

John Pleasants

President and CEO, Ticketmaster

Ticketmaster

Bradley K. Serwin

Executive Vice President, General Counsel and Secretary, Ticketmaster

Ticketmaster

Tim Wood

Chief Operating Officer, Ticketmaster

Ticketmaster

NAME AND BUSINESS ADDRESS

PRINCIPAL OCCUPATION OR EMPLOYMENT

PRINCIPAL BUSINESS IN WHICH SUCH EMPLOYMENT IS CONDUCTED

Richard N. Barton*

N/A

N/A

Robert R. Bennett*
12300 Liberty Boulevard
Englewood, Colorado 80112

President and Chief Executive Officer, Liberty Media Corporation (“Liberty”)

Liberty

Edgar Bronfman, Jr.*
390 Park Avenue
New York, New York  10022

Chief Executive Officer, Lexa Partners, LLC

Lexa Partners, LLC

Barry Diller*

Chairman and Chief Executive Officer, IAC

IAC

Julius Genachowski

Executive Vice President and Chief of Business Operations, IAC

IAC

Victor A. Kaufman*

Vice Chairman, IAC

IAC

Donald R. Keough*
711 Fifth Avenue
New York, New York  10022

Chairman of the Board, Allen & Co. Inc.

Allen & Co., Inc. (Investment Banking)

Dara Khosrowshahi

Executive Vice President and Chief Financial Officer, IAC

IAC

Marie-Josee Kravis*
625 Park Avenue
New York, New York 10021

Senior Fellow, Hudson Institute

Hudson Institute

John C. Malone*
12300 Liberty Boulevard
Englewood, Colorado 80112

Chairman, Liberty

Liberty

Daniel Marriott

Senior Vice President, Strategic Planning, IAC

IAC

Gen. H. Norman Schwarzkopf*
400 North Ashley Street Suite 3050
Tampa, Florida  33602

Retired

N/A

Alan Spoon*

Managing general partner at Polaris Venture Partners

Polaris Venture Partners

Diane Von Furstenberg*
389 West 12th Street
New York, New York 10014

Chairman, Diane Von Furstenberg Studio L.P.

Diane Von Furstenberg Studio L.P. (Fashion Design)

Date:   June 30, 2003                                  

TICKETMASTER

By:   /S/ KERRY SAMOVAR                                                            

Name:

Kerry Samovar

Title:

Vice President

Date:   June 30, 2003

INTERACTIVECORP

By:   /S/ JOANNE HAWKINS                                                          

Name:

Joanne Hawkins

Title:

Vice President

Date:   June 30, 2003

By:   /S/ BARRY DILLER                                                                 

Name: Barry Diller