United States securities and exchange commission logo

                          March 9, 2021

       Gregg Winiarski
       Executive Vice President, General Counsel and Secretary
       555 West 18th Street
       New York, New York 10011

                                                        Re: IAC/InterActiveCorp
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed February 23,
                                                            File No. 333-251656

       Dear Mr. Winiarski:

             We have reviewed your amended registration statement and have the
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 16, 2021 letter.

       Form S-4/A filed February 23, 2021

       Recent performance, page 141

   1.                                                   You disclose that for
the year ended December 31, 2020, your total bookings increased
                                                        62% year-over-year and
new bookings (those from new subscribers only) increased 158%
                                                        year-over-year. Please
revise your disclosures to clarify how you calculate bookings.
 Gregg Winiarski
FirstName  LastNameGregg Winiarski
March      NameIAC/InterActiveCorp
       9, 2021
March2 9, 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations for
Liquidity and Capital Resources
Liquidity Assessment, page 156

2.       Please clarify your disclosure that indicate Vimeo believes its
existing cash and cash
         equivalents, the available borrowings under its revolving credit
facility and expected
         positive cash flows generated from operations will be sufficient to
fund its normal
         operating requirements, including capital expenditures, the payment of
withholding taxes
         paid on behalf of employees if settled on a net basis and investing,
and other commitments
         for the foreseeable future. In this respect, please revise to disclose
the minimum period of
         time that you will be able to conduct planned operations using
currently available capital
         resources. We refer you to Item 303(a) of Regulation S-K and Section
IV of SEC Release
Outstanding Stock-based Awards, page 156

3.       We note that the aggregate intrinsic value of Vimeo awards outstanding
as of January 29,
         2021, assuming a per share price of $35.35, is $405.1 million, of
which $122.8 million is
         attributable to currently vested awards. Please explain why if Vimeo
settles these awards
         on a net basis, the withholding taxes payable by Vimeo on behalf of
its employees upon
         net settlement would be $202.6 million, assuming a 50% withholding
Vimeo's Critical Accounting Policies and Estimates
Stock-based Compensation, page 167

4.       Please revise to disclose that estimates will not be necessary to
determine the fair value of
         your common stock once the underlying shares begin trading.
       You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 or
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.


                                                                Division of
Corporation Finance
                                                                Office of
cc:      Jenna E. Levine