Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LEBDA DOUGLAS R
  2. Issuer Name and Ticker or Trading Symbol
IAC/INTERACTIVECORP [IACI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & COO
(Last)
(First)
(Middle)
C/O IAC/INTERACTIVECORP, 152 WEST 57TH STREET, 42ND FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2006
(Street)

NEW YORK, NY 10011
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 $0.001 01/01/2006   A(1)   200,000 (1) A $ 0 274,520 (2) D  

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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEBDA DOUGLAS R
C/O IAC/INTERACTIVECORP
152 WEST 57TH STREET, 42ND FLOOR
NEW YORK, NY 10011
      President & COO  

Signatures

 Joanne Hawkins as Attorney-in-Fact for Douglas R. Lebda   01/04/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The 200,000 shares of IAC Common Stock reported on this Form 4 were received by the reporting person in exchange for certain restricted common units of LendingTree, Inc., a subsidiary of IAC ("LendingTree"). These units were acquired by the reporting person in connection with IAC's acquisition of LendingTree in August 2003. The exchange of these units for shares of IAC Common Stock occurred pursuant to the terms of an employment agreement between IAC and the reporting person, which agreement was entered into in connection with the reporting person's appointment (effective January 1, 2006) as President and Chief Operating Officer of IAC.
(2) Includes (i) 200,000 restricted shares of IAC Common Stock held directly by the reporting person, which vest in equal installments on December 31, 2006, December 31, 2007 and December 31, 2008, subject to the reporting person's continued employment with IAC and subject to the achievement of certain performance-related criteria, (ii) 72,724 shares of IAC Common Stock held directly by the reporting person and (iii)1,796 shares of IAC Common Stock held directly by the reporting person in an individual retirement account. Does not include 20,598 shares of IAC Common Stock held indirectly by the reporting person in a grantor retained annuity trust.

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