EXHIBIT 4.4


                                    SPECIMEN
                                                    CUSIP
                                      FACE

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 nonassessable 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
conditions set forth herein and in the Stockholder 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 Stockholder
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 Stockholder 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 Stockholder 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
Stockholder 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:  Thomas L. Cooper
      Title:  Assistant Vice President







                                        2

<PAGE>


                                     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 Stockholder Equity Warrant Agreement dated as of [Date], 2003 (the
"Stockholder 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 Stockholder 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 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 Stockholder 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. 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 properly 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 Stockholder 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 election of
Directors of the Company or any other matter, or any other rights whatsoever as
stockholders of the Company.

                  The Stockholder 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 Shareholder 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.

<PAGE>

                  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
Stockholder Equity Warrant Agreement, without charge except for any transfer,
stamp or other 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.



<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 unto

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


Address of Assignor (if necessary):   __________________________________________


Address of Assignee (if necessary):   __________________________________________


Signature Guaranteed:

____________________________________
Signature of Guarantor