USA Interactive 152 West 57th Street 42nd Floor New York, New York 10019 September 5, 2002 Securities and Exchange Commission Division of Corporate Finance 450 Fifth St., N.W. Washington, D.C. 20549 Attention: Josh Englard RE: REGISTRATION STATEMENT ON FORM S-3 (333-90448) OF USA INTERACTIVE FILED ON JUNE 13, 2002 Ladies and Gentlemen: USA Interactive ("USA") hereby requests withdrawal of the Registration Statement on Form S-3 (333-90448) filed by USA on June 13, 2002 with the Securities and Exchange Commission (the "Commission"). In accordance with Rule 477 promulgated pursuant the Securities Act of 1933, USA confirms that no securities of USA were sold pursuant to the Registration Statement. Effectiveness of the Registration Statement has not been granted. The grounds on which USA makes this application are that there is no longer a present intention to offer or sell the securities under the Registration Statement. Please contact the undersigned (tel. 212-314-7230) or our counsel, J. D. Weinberg of Covington & Burling (tel. 212-841-1037), should you have any questions regarding the foregoing. Very truly yours, USA INTERACTIVE By: /s/ JOANNE HAWKINS --------------------------------- Name: Joanne Hawkins Title: Associate General Counsel