Sec Form 4 Filing - VIVENDI UNIVERSAL @ INTERACTIVECORP - 2004-05-11

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person VIVENDI UNIVERSAL 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) (Last) (First) (Middle) 800 THIRD AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2004 (Street) NEW YORK, NY10152 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 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 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VIVENDI UNIVERSAL 800 THIRD AVENUE NEW YORK, NY10152 X Signatures /s/ George E. Bushnell III, Senior Vice President 05/25/2004 Signature of Reporting Person Date

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 allrespects to shares of Common Stock, except as to the number of votes per share, and are convertible by the holder thereof ona 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 BCommon Stock

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).

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.