EXHIBIT 4.6



                                    SPECIMEN

                                      FACE

CUSIP No. W_____                                      Equity Warrants

                           EQUITY WARRANT CERTIFICATE

                                 INTERACTIVECORP

         This Warrant Certificate certifies that _______________________________
or registered assigns, is the registered Holder of Equity Warrants (the "Equity
Warrants") to purchase Common Stock, par value $0.01 per share, of
InterActiveCorp, a Delaware corporation (formerly known as USA Interactive, the
"Company").  Each Equity Warrant entitles the Holder to purchase from the
Company 1.93875 fully paid and non-assessable shares of Common Stock, par value
$0.01 per share, of the Company ("Common Stock") at any time on or before
5:00 p.m. New York City time February 4, 2009, at the exercise price (the
"Exercise Price") of $26.00 payable in lawful money of the United States of
America upon surrender of this Equity Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent, upon such terms and
conditions set forth herein and in the Optionholder Equity Warrant Agreement
(as hereinafter defined).  Payment of the Exercise Price must be made in lawful
money of the United States of America, in cash or by certified check or bank
draft or bank wire transfer payable to the order of the Company.  The number of
shares which may be purchasable upon exercise of the Equity Warrants is subject
to adjustment upon the occurrence of certain events set forth in the
Optionholder Equity Warrant Agreement.  No fractional shares or scrip
representing fractions of shares of Common Stock shall be issued upon exercise
of the Equity Warrants.

         By acceptance of this Equity Warrant Certificate, each Holder agrees to
be bound by the terms of the Optionholder Equity Warrant Agreement.

         Reference is hereby made to the further provisions of this Equity
Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.  Capitalized defined terms used herein have the same meaning as in the
Optionholder Equity Warrant Agreement.

         This Equity Warrant Certificate shall not be valid unless countersigned
by the Equity Warrant Agent, as such term is used in the Optionholder Equity
Warrant Agreement.

<PAGE>

         IN WITNESS WHEREOF, InterActiveCorp has caused this Equity Warrant
Certificate to be duly executed under its corporate seal.

                                            INTERACTIVECORP



                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

Attest:


-------------------------------------------

Countersigned:

MELLON INVESTOR SERVICES LLC,
as Equity Warrant Agent


By
    ---------------------------------------
    Authorized Signature
    Name:
    Title:

                                      -2-

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                                     REVERSE

                           EQUITY WARRANT CERTIFICATE

                                 INTERACTIVECORP

         The Equity Warrants evidenced by this Equity Warrant Certificate are
part of a duly authorized issue of Equity Warrants issued pursuant to a
Optionholder Equity Warrant Agreement dated as of [Date], 2003 (the
"Optionholder Equity Warrant Agreement"), duly executed and delivered by the
Company to Mellon Investor Services LLC, a New Jersey limited liability company,
as Equity Warrant Agent (the "Equity Warrant Agent"), which Optionholder Equity
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Equity Warrant
Agent, the Company and the Holders (the words "Holders" or "Holder" meaning the
registered Holders or registered Holder) of the Equity Warrants.

         Equity Warrants evidenced by this Equity Warrant Certificate may be
exercised to purchase shares of Common Stock of the Company, par value $0.01 per
share ("Common Stock"), subject to such terms and conditions as are set forth in
the Optionholder Equity Warrant Agreement, at any time on or before 5:00 p.m.
New York City time on February 4, 2009, at the Exercise Price set forth on the
face hereof. Each Equity Warrant not exercised on or prior to the Expiration
Date shall become void, and all rights of the Holder of such Equity Warrant
hereunder and under the Optionholder Equity Warrant Agreement shall cease.  The
issuance of shares upon the exercise of this Equity Warrant and/or the transfer
of this Equity Warrant shall be subject to the receipt by the Company of all
applicable withholding taxes.

         The Holder of Equity Warrants evidenced by this Equity Warrant
Certificate may exercise them by surrendering the Equity Warrant Certificate,
with the form of election to purchase set forth hereon property completed and
executed, together with payment of the Exercise Price at the office of the
Equity Warrant Agent.  In the event that upon any exercise of Equity Warrants
evidenced hereby the number of Equity Warrants exercised shall be less than the
total number of Equity Warrants evidenced hereby, there shall be issued to the
Holder hereof or his assignee a new Equity Warrant Certificate evidencing the
number of Equity Warrants not exercised. Nothing contained in the Optionholder
Equity Warrant Agreement or in this Equity Warrant Certificate shall be
construed as conferring upon the Holders thereof the right to vote, to receive
dividends or other distributions, to exercise any preemptive right or to consent
or to receive notice as stockholders in respect of meetings of stockholders
for the

<PAGE>

election of Directors of the Company or any other matter, or any other
rights whatsoever as shareholders of the Company.

         The Optionholder Equity Warrant Agreement provides that upon the
occurrence of certain events, the number of shares of Common Stock issuable upon
exercise of an Equity Warrant may, subject to certain conditions, be adjusted.

         Equity Warrant Certificates, when surrendered at the office of the
Equity Warrant Agent by the registered Holder thereof in person or by a legal
representative duly authorized in writing or by registered mail, return receipt
requested, may be exchanged, in the manner and subject to the limitations
provided in the Optionholder Equity Warrant Agreement, but without payment of
any service charge, for another Equity Warrant Certificate or Equity Warrant
Certificates of like tenor evidencing in the aggregate a like number of Equity
Warrants and registered in the name of such registered Holder.

         Upon due presentment for registration of transfer of this Equity
Warrant Certificate at the office of the Equity Warrant Agent or by registered
mail, return receipt requested, a new Equity Warrant Certificate or Equity
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Equity Warrants shall be issued to the transferee(s) in exchange for this
Equity Warrant Certificate, subject to the limitations provided in the
Optionholder Equity Warrant Agreement, without charge except for any applicable
withholding taxes and any transfer, stamp or similar tax or other governmental
charge imposed in connection therewith.

         The Company and the Equity Warrant Agent may deem and treat the
registered Holder(s) hereof as the absolute owner(s) of this Equity Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, and of any distribution
to the Holder(s) hereof, and for all other purposes, and neither the Company nor
the Equity Warrant Agent shall be affected by any notice (other than a duly
presented registration of transfer in accordance with the previous paragraph)
to the contrary and shall not be bound to recognize any equitable or other claim
to or interest in such Equity Warrant on the part of any other person.

                                      -2-

<PAGE>


                                 INTERACTIVECORP

                              ELECTION TO PURCHASE

INTERACTIVECORP
152 West 57th Street
New York, NY  10019

         The undersigned hereby irrevocably elects to exercise the right of
purchase represented by this Equity Warrant Certificate for _______ Equity
Warrants, and to purchase thereunder the shares of Common Stock (the "Shares")
provided for therein, and requests that certificates for the Shares be issued in
the name of:





             (Please Print Name, Address and Social Security Number)

If said number of Equity Warrants to be exercised shall not be all of the Equity
Warrants evidenced by this Equity Warrant Certificate, the undersigned requests
that a new Equity Warrant Certificate for the balance of the Equity Warrants be
registered in the name of the undersigned or his Assignee as below indicated and
delivered to the address stated below:

         Dated:_______________________, 200_

         Name of Equity Warrant Holder or
              Assignee (Please Print): _________________________________________

         Address:     __________________________________________________________

         Signature:   __________________________________________________________
                      (Signature must conform to name of Holder as specified on
                      the face of the Equity Warrant Certificate)

         Signature Guaranteed:

                             ________________________________
                                  Signature of Guarantor


<PAGE>


                                   ASSIGNMENT

                    (To be executed by the registered Holder
                       if such Holder desires to transfer
                                Equity Warrants.)

   FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers onto

             ______________________________________________________
                     (Print name and address of transferee)

______ Equity Warrants, evidenced by this Equity Warrant Certificate, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint ________________ _______________ Attorney, to transfer
the within Equity Warrant Certificate on the books of the Company, with full
power of substitution.  If said number of Equity Warrants to be transferred
shall not be all of the Equity Warrants evidenced by this Equity Warrant
Certificate, the assignor and assignee agree that such Attorney shall submit
this Equity Warrant Certificate to the Company and request that New Equity
Warrant Certificates for the applicable number of Equity Warrants be registered
in the names of the undersigned as below indicated and delivered to the
addresses below:

Dated:                                     Signature:


____________________________________       _____________________________________

(Insert Social Security or Identifying     (Signature must conform to name of
Number of Assignee)                        holder as specified on the face of
                                           the Equity Warrant Certificate)

Address of Assignor (if necessary):        _____________________________________

Address of Assignee (if necessary):
Address of Assignor (if necessary):

Signature Guaranteed:


____________________________________
Signature of Guarantor