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 * RATTNER STEVEN   2. Issuer Name and Ticker or Trading Symbol IAC/INTERACTIVECORP [IACI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 375 PARK AVE. 14TH FL. 3. Date of Earliest Transaction (Month/Day/Year) 07/19/2007 (Street) NEW YORK, NY 10152 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 (1) 07/19/2007   M(1)   2,251 A $ 0 18,750 (2) D   Common Stock, par value $0.001               10,532 (3) I By partnerships Common Stock, par value $0.001               10,000 (3) I By trust for minor children

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Restricted Stock Units

$ 0

07/19/2007

M

2,251

07/19/2006(4)

07/19/2008(4)

Common Stock

2,251

$ 0

2,251

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RATTNER STEVEN 375 PARK AVE. 14TH FL. NEW YORK, NY 10152	X

Signatures

Joanne Hawkins as Attorney-in-Fact for Steven Rattner		07/23/2007
**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)	Represents shares of IAC Common Stock acquired upon the vesting of restricted stock units (see footnote 4 below).
(2)	Includes (i) 12,754 shares of IAC Common Stock held directly by the reporting person and (ii) 5,996 share units accrued under the Non-Employee Director Deferred Compensation Plan as of the date of this report.
(3)	Pursuant to Exchange Act Rule 16a-1(a)(2)(ii)(B), the reporting person may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Exchange Act Rule 16a-1(a)(4), this filing shall not be deemed an admission that the reporting person is, for any purpose, the beneficial owner of any securities reported herein in excess of such amount.
(4)	The terms of the initial grant provide for vesting in equal installments over three years on the anniversary of the grant date, July 19, 2005, subject to continued service.

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