Under the Securities Exchange Act of 1934
(Amendment No. 21)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*      See Item 6 for a discussion of a forward sale transaction with respect to 7,500,000 shares of Common Stock.

2

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Statement of

LIBERTY MEDIA CORPORATION

Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of

IAC/INTERACTIVECORP

This Report on Schedule 13D relates to the common stock, par value $.001 per share (the “Common Stock”), of IAC/InterActiveCorp, a Delaware corporation (“IAC” or the “Company”).  The Report on Schedule 13D, as amended and supplemented, originally filed with the Commission by Liberty Media Corporation, a Delaware corporation (“Liberty” or the “Reporting Person”), on July 19, 1999 (the “Liberty Schedule 13D”), is hereby amended and supplemented to include the information set forth herein.  This amended statement on Schedule 13D/A (this “Amendment”) constitutes Amendment No. 21 to the Liberty Schedule 13D.  Capitalized terms not defined herein have the meanings given to such terms in the Liberty Schedule 13D.

ITEM 4.                 Purpose of the Transaction

The information contained in Item 4 of the Liberty Schedule 13D is hereby amended and supplemented by adding the following information:

The Reporting Person has entered into a forward sale transaction with respect to 7,500,000 shares of Common Stock as described in Item 6 of this Amendment, which description is incorporated by reference in this Item 4.  The Reporting Person presently intends to physically settle the forward sale transaction on expiration.

The Reporting Person intends to continuously review its investment in the Issuer, and may in the future determine (i) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4.  Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change its intention with respect to any or all of such matters.  In reaching any decision as to its course of action (as well as to the specific elements thereof), the Reporting Person currently expects that it would take into consideration a variety of factors, including, but not limited to, the following:  the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Person; developments with respect to the business of the Reporting Person; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. Notwithstanding the above, any course of action taken by the Reporting Person will be subject to the restrictions described in Item 6 of the Liberty Schedule 13D.

Other than as provided herein, and except as contained in the agreements previously filed as exhibits to the Liberty Schedule 13D or as has been publicly announced by the Issuer or Liberty, Liberty does not have and, to the best of Liberty’s knowledge, none of its directors or officers have, any plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4.

3

ITEM 5.                 Interest in Securities of the Issuer

The information contained in Item 5 of the Liberty Schedule 13D is hereby amended and supplemented by adding the following information:

Liberty beneficially owns (i) 27,506,302 shares of Common Stock, of which amount, based on publicly available information, 4,289,499 shares are held by Mr. Diller, and (ii) 12,799,999 shares of Class B Common Stock.  Such shares constitute 19.9% of the outstanding shares of Common Stock and 100% of the outstanding shares of Class B Common Stock, respectively.  Pursuant to the Governance and Stockholder Agreements, subject to certain limitations, Mr. Diller holds an irrevocable proxy with respect to all securities of the Company beneficially owned by Liberty on all matters submitted to a stockholder vote or by which the stockholders may act by written consent, except for Contingent Matters with respect to which Liberty has not consented.  In addition, Liberty may be deemed to have shared voting power over the shares of Common Stock held by Mr. Diller because, under the terms of the Governance and Stockholder Agreements, Mr. Diller must vote those shares in favor of Liberty’s designees for the Company’s board of directors and against any Contingent Matter that Liberty has not approved.  Assuming the conversion of all of the shares of Class B Common Stock beneficially owned by Liberty into Common Stock, Liberty would beneficially own 26.7% of the outstanding Common Stock (calculated in accordance with Rule 13d-3).  Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, Liberty may be deemed to beneficially own equity securities of the Company representing approximately 58.4% of the voting power of the Company.  The foregoing beneficial ownership amounts exclude shares of Common Stock beneficially owned by the executive officers and directors of Liberty.  The foregoing beneficial ownership amounts are based on 138,115,774 shares of Common Stock and 12,799,999 shares of Class B Common Stock outstanding, in each case, based on amounts disclosed in the Company’s Definitive Proxy Statement on Schedule 14-A filed with the Securities and Exchange Commission on May 13, 2009.  7,500,000 shares of Common Stock beneficially owned by the Reporting Person are subject to the forward sale transaction described in Item 6 of this Amendment.

ITEM 6.                 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information contained in Item 6 of the Liberty Schedule 13D is hereby amended and supplemented by adding the following information:

On June 10, 2009 the Reporting Person entered into a preliminary transaction acknowledgement for a variable forward sale contract with a financial institution (the “Counterparty”) with respect to a maximum of 7,500,000 shares of Common Stock (the “Forward Sale Shares”).   Pursuant to the transaction acknowledgement, and a superceding confirmation memorializing the variable forward sale contract, (i) on July 13, 2009 the Counterparty established a “Cap Price” of $16.3603 per share and a “Floor Price” of $16.0363 per share with respect to 6,725,000 of the Forward Sale Shares (the “Tranche One Shares”), and (ii) on July 15, 2009 the Counterparty established a “Cap Price” of $ $16.3974 per share and a “Floor Price” of $ $16.0727 per share with respect to 775,000 of the Forward Sale Shares (the “Tranche Two Shares”).  Each of the cap and floor prices noted above was based on the weighted average price per share of Common Stock used by the Counterparty to establish its initial hedging position with respect to the Tranche One Shares and the Tranche Two Shares, as applicable.  The Counterparty’s initial hedging positions with respect to all the Forward Sale Shares were completed in accordance with Rule 144 under the Securities Act of 1933, as amended. 

Under the terms of the forward sale contract with respect to the Tranche One shares, the Reporting Person has agreed to deliver a number of shares of Common Stock on the third trading day after January 27, 2010, and will be paid in cash by the Counterparty, as follows: (i) if the price of common stock (as determined under the contract) at the time of settlement (the “Settlement Price”) is less than the Floor Price, the Reporting Person will deliver 6,725,000 shares of Common Stock to the Counterparty and the Reporting Person will receive an amount of cash equal to approximately $107,844,117, (ii) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver 6,725,000 shares of Common Stock to the Counterparty and the Reporting Person will receive an amount of cash equal to approximately $110,023,017, and (iii) if the Settlement Price is greater than the Floor Price and lower than the Cap Price, the Reporting Person will deliver to the Counterparty a number of shares of Common Stock equal to 6,725,000, and the Reporting Person will receive an amount of cash equal to 6,725,000 multiplied by the Settlement Price.

Under the terms of the forward sale contract, with respect to the Tranche Two Shares, the Reporting Person has agreed to deliver a number of shares of Common Stock on the third trading day after January 27, 2010, and will be paid in cash by the Counterparty, as follows: (i) if the price of common stock (as determined under the contract) at the time of settlement (the “Settlement Price”) is less than the Floor Price, the Reporting Person will deliver 775,000 shares of Common Stock to the Counterparty and the Reporting Person will receive an amount of cash equal to approximately $12,456,342, (ii) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver 775,000 shares of Common Stock to the Counterparty and the Reporting Person will receive an amount of cash equal to approximately $12,707,985, and (iii) if the Settlement Price is greater than the Floor Price and lower than the Cap Price, the Reporting Person will deliver to the Counterparty a number of shares of Common Stock equal to 775,000, and the Reporting Person will receive an amount of cash equal to 775,000 multiplied by the Settlement Price.

4

Under the contract, in lieu of delivery of shares on the settlement date, the Reporting Person may, at its option, settle the contract by delivery of cash. The Reporting Person may also borrow from the Counterparty the present value of the Counterparty’s minimum payment obligation under the forward sale contract.  The Reporting Person has pledged 7,500,000 shares of Common Stock to the Counterparty as collateral to secure its obligations under the forward sale contract.

5

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct.

6

INDEX TO EXHIBITS

7

8

9

10