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 * KEOUGH DONALD R /NY   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) 711 FIFTH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 09/30/2008 (Street) NEW YORK, NY 10022 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 09/30/2008   A   674 A $ 17.3 76,064 (1) D   Common Stock, par value $0.001               500 I By spouse

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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 (2)

$ 0

06/20/2007

06/20/2009

Common Stock, par value $0.001

2,865

2,865

D

Restricted Stock Units (2)

$ 0

06/13/2008

06/13/2010

Common Stock, par value $0.001

5,730

5,730

D

Restricted Stock Units (2)

$ 0

08/01/2009

08/01/2011

Common Stock, par value $0.001

8,594

8,594

D

Options to Purchase Common Stock (3)

$ 18.51

08/20/2008

10/01/2009

Common Stock, par value $0.001

2,499

2,499

D

Options to Purchase Common Stock (3)

$ 21.48

08/20/2008

04/04/2010

Common Stock, par value $0.001

1,249

1,249

D

Options to Purchase Common Stock (3)

$ 24.99

08/20/2008

05/02/2011

Common Stock, par value $0.001

1,249

1,249

D

Options to Purchase Common Stock (3)

$ 24.42

08/20/2008

05/30/2011

Common Stock, par value $0.001

1,249

1,249

D

Options to Purchase Common Stock (3)

$ 23.56

08/20/2008

06/12/2012

Common Stock, par value $0.001

2,499

2,499

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KEOUGH DONALD R /NY 711 FIFTH AVENUE NEW YORK, NY 10022	X

Signatures

Joanne Hawkins as Attorney-in-Fact for Donald Keough		10/02/2008
**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)	Includes (i) 674 share units accrued under the Non-Employee Director Deferred Compensation Plan as of September 30, 2008, plus (ii) 14,843 share units previously accrued under the Non-Employee Director Deferred Compensation Plan prior to September 30, 2008, which number reflects adjustments made to such units (in the same manner as those made to restricted stock units (see footnote 2 below)) to reflect the one-for-two reverse stock split (the "Reverse Stock Split") effected in connection with, and immediately following, the spin-off by IAC of HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. on August 20, 2008 (the "Spin-Off"), plus (iii) 60,547 shares of IAC common stock held by the reporting person, which number reflects adjustments to give effect to the Reverse Stock Split effected in connection with, and immediately following, the Spin-Off.
(2)	Reflects previously granted restricted stock units with adjustments (to maintain pre- and post-Spin-Off values) to the number of shares of IAC common stock underlying such restricted stock units, to reflect the Spin-Off and Reverse Stock Split. These previously granted restricted stock units have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split.
(3)	In connection with the Spin-Off, stock options granted prior to December 31, 2007 were converted into options to purchase common stock of each of IAC, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc., with adjustments (to maintain pre- and post-Spin-Off values) to the number of shares of common stock underlying each option and the per share exercise price to reflect the Spin-Off and Reverse Stock Split. These previously granted stock options have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split. Reflects IAC stock options, as adjusted on the basis described immediately above.

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