SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 3 to

Schedule TO

Tender Offer Statement under Section

14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

Expedia, Inc.

(Name of Subject Company (Issuer))

Expedia, Inc.

(Name of Filing Person (Offeror/Issuer))

Common Stock, Par Value $.001 Per Share

(Title of Class of Securities)

30212P105

(CUSIP Number of Class of Securities)

Burke F. Norton, Esq.

Executive Vice President, General Counsel and Secretary

Expedia, Inc.

3150 139th Avenue S.E.

Bellevue, WA 98005

Telephone: (425) 679-7200

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Pamela S. Seymon, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$3,499,999,950	$	107,450

*	Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was calculated by multiplying 116,666,665 (the maximum number of shares originally sought to be repurchased) by the maximum possible tender offer price of $30.00 per share.
**	The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, equals $30.70 per million of the value of the transaction.
þ	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $107,450	Filing Party: Expedia, Inc.
Form or Registration No.: Schedule TO	Date Filed: June 29, 2007

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

Amendment No. 3 to Schedule TO

     This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2007 (the “Schedule TO”) by Expedia, Inc., a Delaware corporation (“Expedia”), as amended by Amendment No. 1 to Schedule TO filed with the Commission on June 29, 2007 and Amendment No. 2 to Schedule TO filed with the Commission on July 23, 2007, relating to the tender offer by Expedia pursuant to which Expedia is now offering to purchase for cash up to 25,000,000 shares of Expedia’s common stock, par value $.001 per share (“Shares”), at a price determined by Expedia of not more than $30.00 nor less than $27.50 per Share, net to the seller in cash, without interest. The offer to purchase is made upon the terms and subject to the conditions set forth in the offer to purchase, dated June 29, 2007 (the “Offer to Purchase”), the related letter of transmittal (the “Letter of Transmittal”), and the supplement to the Offer to Purchase, dated July 25, 2007 (the “Supplement”), which together, as each may be amended or supplemented from time to time, constitute the “Offer.”

     This Amendment No. 3 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. A copy of the Supplement is filed as Exhibit (a)(1)(H) hereto. The information in the Offer to Purchase is incorporated into this Amendment No. 3 to the Schedule TO by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein.

Item 1. Summary Term Sheet.

     Item 1 of the Schedule TO is hereby amended and supplemented by amending and supplementing the information set forth in the Offer to Purchase under “Summary Term Sheet” with the information set forth in the Supplement under the caption “Questions and Answers,” which is incorporated herein by reference.

Item 4. Terms of the Transaction.

     (a) Material Terms. Item 4 of the of the Schedule TO is hereby amended and supplemented by amending and supplementing the information set forth in each of the following Sections of the Offer to Purchase with the information set forth in the Supplement, which is incorporated herein by reference:

• Summary Term Sheet;

• Introduction;

• Section 1 (“Number of Shares; Proration”);

• Section 2 (“Purpose of the Tender Offer”);

• Section 5 (“Purchase of Shares and Payment of Purchase Price”);

• Section 6 (“Conditional Tender of Shares”);

• Section 7 (“Conditions of the Tender Offer”);

• Section 9 (“Source and Amount of Funds”);

• Section 10 (“Certain Financial Information”); and

• Section 12 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”).

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     Item 5 of the Schedule TO is hereby amended and supplemented by amending and supplementing the information set forth in Section 12 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) of the Offer to Purchase with the information set forth in the Supplement under the caption “Questions and Answers — How will the tender offer affect the stock ownership levels of Barry Diller and Liberty Media Corporation?”, which is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

     (a); (c) Purposes; Plans. Item 6 of the Schedule TO is hereby amended and supplemented by amending and supplementing the information set forth under “Summary Term Sheet” and in Sections 2 (“Purpose of the Tender Offer”) and 9 (“Source and Amount of Funds”) of the Offer to Purchase with the information set forth in the Supplement under the following captions, which is incorporated herein by reference:

• “Questions and Answers — Why did Expedia reduce the number of shares it is offering to purchase in the tender offer”?

• “Questions and Answers — How will Expedia pay for the shares?”

• “Questions and Answers — How will the purchase of shares in the tender offer affect Expedia’s earnings per share?”

• “Questions and Answers — How many shares will Expedia purchase?”

• “Questions and Answers — Is the information in the offer to purchase showing the pro forma effect of the tender offer and financing still applicable?”

     Item 6 of the Schedule TO is hereby further amended by deleting the reference therein to Section 10 of the Offer to Purchase (“Certain Financial Information — Summary Unaudited Pro Forma Consolidated Financial Data”) .

Item 7. Source and Amount of Funds and Other Consideration.

     (a); (b); (d) Source of Funds; Conditions; Borrowed Funds. Item 7 of the Schedule TO is hereby amended and supplemented by amending and supplementing the information set forth in Section 9 of the Offer to Purchase (“Source and Amount of Funds”) with the information set forth in the Supplement under the caption “Questions and Answers — How will Expedia pay for the shares?”, which is incorporated herein by reference.

     Item 7 of the Schedule TO is hereby further amended by deleting the reference therein to Section 10 of the Offer to Purchase (“Certain Financial Information — Summary Unaudited Pro Forma Consolidated Financial Data”).

Item 8. Interest in Securities of the Subject Company.

     (a) Securities Ownership. Item 8 of the Schedule TO is hereby amended and supplemented by amending and supplementing the information set forth in Section 12 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) with the information set forth in the Supplement under the caption “Questions and Answers — How will the tender offer affect the stock ownership levels of Barry Diller and Liberty Media Corporation?”, which is incorporated herein by reference.

Item 10. Financial Statements.

     Item 10 of the Schedule TO is hereby amended by deleting the reference therein to Section 10 of the Offer to Purchase (“Certain Financial Information”) and replacing it with a reference to Section 10 of the Offer to Purchase (“Certain Financial Information — Historical Financial Information” and “Certain Financial Information — Summary Historical Financial Data”).

Item 11. Additional Information.

     (b) Other Material Information. Item 11(b) of the Schedule TO is hereby amended and supplemented with the information set forth in the Supplement, a copy of which is filed with this Amendment No. 3 to Schedule TO as Exhibit (a)(1)(H) and is incorporated herein by reference.

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended by adding the following exhibits:

(a)(1)(H)	Supplement to Offer to Purchase, dated July 25, 2007
(a)(5)(H)	Summary Advertisement, dated July 25, 2007

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXPEDIA, INC.
By:	/s/ Burke F. Norton
	Name:	Burke F. Norton
	Title:	Executive Vice President, General
		Counsel & Secretary

Dated: July 25, 2007

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated June 29, 2007(14)
(a)(1)(B)	Letter of Transmittal(14)
(a)(1)(C)	Notice of Guaranteed Delivery(14)
(a)(1)(D)	Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated June 29, 2007(14)
(a)(1)(E)	Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated June 29, 2007(14)
(a)(1)(F)	Letter from the Trustee of the Expedia Retirement Savings Plan to plan participants, dated June 29, 2007(14)
(a)(1)(G)	Direction Form for participants in the Expedia Retirement Savings Plan(14)
(a)(1)(H)	Supplement to Offer to Purchase, dated July 25, 2007
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)(A)	Summary Advertisement, dated June 29, 2007(14)
(a)(5)(B)	Letter from Dara Khosrowshahi, Chief Executive Officer of Expedia, Inc., to stockholders of Expedia, Inc., dated June 29, 2007(14)
(a)(5)(C)	Press release, dated June 19, 2007(1)
(a)(5)(D)	Letter to Warrant and Series A Cumulative Convertible Preferred Stock Holders, dated June 29, 2007(14)
(a)(5)(E)	Email Message from Dara Khosrowshahi, Chief Executive Officer of Expedia, Inc., to employees of Expedia, Inc., dated June 29, 2007, and Employee Frequently Asked Questions Regarding the Tender Offer(15)
(a)(5)(F)	Email Message from Dara Khosrowshahi, Chief Executive Officer of Expedia, Inc., to employees of Expedia, Inc., dated July 23, 2007(16)
(a)(5)(G)	Press release, dated July 23, 2007(16)
(a)(5)(H)	Summary Advertisement, dated July 25, 2007
(b)(1)	Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, Inc., a Nevada corporation, Hotels.com, a Delaware corporation, and Hotwire, Inc., a Delaware corporation, as Borrowers; the Lenders party thereto; Bank of America, N.A., as Syndication Agent; Wachovia Bank, N.A. and The Royal Bank of Scotland PLC, as Co-Documentation Agents; JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent(2)
(b)(2)	First Amendment, dated as of December 7, 2006, to the Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a Delaware corporation; Expedia, Inc., a Washington corporation; Travelscape LLC, a Nevada limited liability company; Hotels.com, a Delaware corporation; Hotwire, Inc., a Delaware corporation; the other Borrowing Subsidiaries from time to time party thereto; the Lenders from time to time party thereto; JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent(3)
(b)(3)	Second Amendment, dated as of December 18, 2006, to the Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a Delaware corporation; Expedia, Inc., a Washington corporation; Travelscape LLC, a Nevada limited liability company; Hotels.com, a Delaware corporation; Hotwire, Inc., a Delaware corporation; the other Borrowing Subsidiaries from time to time party thereto; the Lenders from time to time party thereto; JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent(4)

(d)(1)	Expedia, Inc. Non-Employee Director Deferred Compensation Plan(5)
(d)(2)	Expedia, Inc. 2005 Stock and Annual Incentive Plan(6)
(d)(3)	Summary of Expedia, Inc. Non-Employee Director Compensation Arrangements(7)
(d)(4)	Stockholders Agreement between Liberty Media Corporation and Barry Diller, dated as of August 9, 2005(8)
(d)(5)	Governance Agreement, by and among Expedia, Inc., Liberty Media Corporation and Barry Diller, dated as of August 9, 2005(8)
(d)(6)	First Amendment to Governance Agreement, by and among Expedia, Inc., Liberty Media Corporation and Barry Diller, dated as of June 19, 2007(1)
(d)(7)	Separation Agreement, dated as of August 9, 2005, by and between IAC/InterActiveCorp and Expedia, Inc.(8)
(d)(8)	Tax Sharing Agreement dated as of August 9, 2005, by and between IAC/InterActiveCorp and Expedia, Inc.(8)
(d)(9)	Form of Expedia, Inc. Restricted Stock Unit Agreement (directors)(8)
(d)(10)	Expedia, Inc. Executive Deferred Compensation Plan, effective as of August 9, 2005(9)
(d)(11)	Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Dara Khosrowshahi, dated as of March 7, 2006(10)
(d)(12)	Employment Agreement by and between Michael B. Adler and Expedia, Inc., effective as of May16, 2006(11)
(d)(13)	Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Michael B. Adler, effective as of May 16, 2006(11)
(d)(14)	Employment Agreement by and between Burke F. Norton and Expedia, Inc., effective as of October 25, 2006(11)
(d)(15)	Expedia, Inc., Restricted Stock Unit Agreement (First Agreement) between Expedia, Inc. and Burke F. Norton, dated as of October 25, 2006(11)
(d)(16)	Expedia, Inc. Restricted Stock Unit Agreement (Second Agreement) between Expedia, Inc. and Burke F. Norton, dated as of October 25, 2006(11)
(d)(17)	Form of Expedia, Inc. Restricted Stock Unit Agreement (domestic employees)(11)
(d)(18)	Equity Warrant Agreement for Warrants to Purchase up to 14,590,514 Shares of Common Stock expiring February 4, 2009, between Expedia, Inc. and The Bank of New York, as Equity Warrant Agent, dated as of August 9, 2005(12)
(d)(19)	Stockholder Equity Warrant Agreement for Warrants to Purchase up to 11,450,182 Shares of Common Stock, between Expedia, Inc. and Mellon Investor Services LLC, as Equity Warrant Agent, dated as of August 9, 2005(12)
(d)(20)	Optionholder Equity Warrant Agreement for Warrants to Purchase up to 1,558,651 Shares of Common Stock, between Expedia, Inc. and Mellon Investor Services LLC, as Equity Warrant Agent, dated as of August 9, 2005(12)

(d)(21)	Indenture, dated as of August 21, 2006, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto, and The Bank of New York Trust Company, N.A., as Trustee, relating to Expedia, Inc.’s 7.456% Senior Notes due 2018(11)
(d)(22)	First Supplemental Indenture, dated as of January 19, 2007, to Indenture, dated as of August 21, 2006, by and among Expedia, Inc., certain Subsidiary Guarantors (as defined therein) and The Bank of New York Trust Company, N.A., as Trustee(13)
(d)(23)	Amended and Restated Expedia, Inc. Retirement Savings Plan(14)
(d)(24)	First Amendment to Expedia, Inc. Retirement Savings Plan(14)
(d)(25)	Trust Agreement between Expedia, Inc. and Fidelity Management Trust Company, dated as of August 15, 2005, relating to the Expedia Retirement Savings Plan(3)
(g)	Not applicable
(h)	Not applicable

(1)	Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on June 19, 2007
(2)	Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on July 14, 2005
(3)	Incorporated by reference to Expedia, Inc.’s Tender Offer Statement on Schedule TO (File No. 005-80395) filed on December 11, 2006
(4)	Incorporated by reference to Expedia, Inc.’s Amendment No. 3 to Tender Offer Statement on Schedule TO (File No. 005-80395) filed on December 22, 2006
(5)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-4/A (File No. 333-124303-01) filed on June 13, 2005
(6)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-8 (File No. 333-127324) filed on August 9, 2005
(7)	Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007
(8)	Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005
(9)	Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on December 20, 2005
(10)	Incorporated by reference to Expedia, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005
(11)	Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006
(12)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form 8-A/A filed on August 22, 2005
(13)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-4 (File No. 333-140195) filed on January 25, 2007
(14)	Previously filed with Expedia, Inc.’s Tender Offer Statement on Schedule TO filed on June 29, 2007
(15)	Previously filed with Amendment No. 1 to Expedia, Inc.’s Tender Offer Statement on Schedule TO on June 29, 2007
(16)	Previously filed with Amendment No. 2 to Expedia, Inc.’s Tender Offer Statement on Schedule TO on July 23, 2007

EX-99.(A)(1)(H)

Exhibit (a)(1)(H)

SUPPLEMENT DATED JULY 25, 2007
TO THE OFFER TO PURCHASE DATED JUNE 29, 2007

Expedia, Inc. Has Amended its Offer to Purchase for Cash

And is Now Offering to Purchase

Up to 25,000,000 Shares of its Common Stock

At a Purchase Price Not Greater Than $30.00

Nor Less Than $27.50 Per Share

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, AUGUST 8, 2007, UNLESS EXPEDIA EXTENDS THE TENDER OFFER.

To Our Stockholders:

Expedia Inc., a Delaware corporation (“Expedia”), has amended its tender offer to purchase shares of our common stock, par value $.001 per share, previously set forth in the offer to purchase dated June 29, 2007 (the “offer to purchase”). Expedia is now offering to purchase for cash up to 25,000,000 shares of common stock, upon the terms and subject to the conditions set forth in the offer to purchase and related letter of transmittal (which together, as supplemented by this supplement and as they may be further amended and supplemented from time to time, constitute the “tender offer”).

Except as otherwise set forth in this supplement, the terms and conditions set forth in the offer to purchase and the letter of transmittal are applicable in all respects to the tender offer. The information set forth below should be read in conjunction with the offer to purchase and the letter of transmittal. Terms defined in the offer to purchase but not defined in this supplement have the meanings ascribed to them in the offer to purchase.

THE TENDER OFFER IS NOT CONDITIONED ON THE RECEIPT OF FINANCING OR ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE BELOW AND “THE TENDER OFFER — SECTION 7” IN THE OFFER TO PURCHASE.

IMPORTANT

If you wish to tender all or any part of your shares, you must either: (1)(a) complete and sign a letter of transmittal according to the instructions in the letter of transmittal and mail or deliver it, together with any required signature guarantee and any other required documents, including the share certificates, to The Bank of New York, the depositary for the tender offer, or (b) tender the shares according to the procedure for book-entry transfer described in Section 3 of the offer to purchase, or (2) request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you.

If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that person if you desire to tender your shares. If you desire to tender your shares and (1) your share certificates are not immediately available or cannot be delivered to the depositary, (2) you cannot comply with the procedure for book-entry transfer, or (3) you cannot deliver the other required documents to the depositary by the expiration of the tender offer, you must tender your shares according to the guaranteed delivery procedure described in “The Tender Offer — Section 3” in the offer to purchase.

Holders or beneficial owners of shares under the Expedia Retirement Savings Plan (if such shares are not, at the time of tender, subject to any restrictions on transferability) who wish to tender any of such shares in the tender offer must follow the separate instructions and procedures described in “The Tender Offer — Section 3” in the offer to purchase.

Our board of directors has approved the tender offer.  However, neither we nor our board of directors makes any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the price or prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which to tender your shares. In so doing, you should read carefully the information in this supplement, in the offer to purchase and in the letter of transmittal, including our reasons for making the tender offer. Our directors and executive officers and Liberty Media Corporation have advised us that they do not intend to tender any shares in the tender offer.

You may direct questions and requests for assistance to MacKenzie Partners, Inc., the information agent for the tender offer, at their address and telephone number set forth on the last page of this supplement. You may also direct requests for additional copies of this supplement, the offer to purchase, the letter of transmittal or the notice of guaranteed delivery to the information agent.

July 25, 2007

The following information amends and supplements the information contained in the offer to purchase:

QUESTIONS AND ANSWERS

How has Expedia amended the tender offer?

We have amended the tender offer to reduce the number of shares of common stock that we are offering to purchase, to remove the “financing condition” and the condition that Expedia have received a satisfactory solvency opinion, to which the original offer was subject, and to provide stockholders with the additional information included in this supplement.

Why did Expedia reduce the number of shares it is offering to purchase in the tender offer?

We concluded that the necessary financing for the maximum number of shares that we were originally offering to purchase was not available on terms satisfactory to Expedia due to current conditions in the credit markets. As a result, we determined to reduce the number of shares that we are offering to purchase in the tender offer and to remove the financing condition and the condition that Expedia have received a satisfactory solvency opinion.

How will Expedia pay for the shares?

Assuming that 25,000,000 shares are purchased in the tender offer at a price between $27.50 and $30.00 per share, the aggregate purchase price will be between $687.5 million and $750.0 million. Expedia currently expects to fund the purchase of shares under the tender offer and to pay related expenses through available borrowing capacity under our existing bank credit facility and cash on hand. The facility is described in “The Tender Offer — Section 12” in the offer to purchase. The facility and amendments thereto are filed as exhibits to the Tender Offer Statement on Schedule TO that we have previously filed with the Commission.

How will the purchase of shares in the tender offer affect Expedia’s earnings per share?

In the event that Expedia repurchases 25,000,000 shares of common stock pursuant to the tender offer, Expedia believes the tender offer will be neutral to slightly accretive to earnings per share. However, the impact of the tender offer on Expedia’s earnings per share will depend upon, among other factors, the price at which we purchase shares in the tender offer, the applicable interest rate on borrowings under our existing credit facility to fund the purchase of shares in the tender offer, the use of cash on hand, and the terms and conditions of any indebtedness we may incur either to refinance such borrowings or fund general corporate purposes from time to time.

What will the purchase price for the shares be?

We will determine the purchase price that we will pay per share as promptly as practicable after the tender offer expires. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering stockholders, we can purchase 25,000,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn prior to the expiration date. The purchase price will not be greater than $30.00 nor less than $27.50 per share. We will pay this purchase price in cash, without interest, for all the shares we purchase under the tender offer, even if some of the shares are tendered at a price below the purchase price.

How many shares will Expedia purchase?

We will purchase 25,000,000 shares properly tendered in the tender offer, or such fewer number of shares as are properly tendered and not properly withdrawn prior to the expiration date. The 25,000,000 shares represent approximately 9% of our outstanding common stock as of July 13, 2007. The 25,000,000 shares represent approximately 8% of the total number of shares of our outstanding common stock and Class B common stock and 5% of the combined voting power of our outstanding common stock and Class B common stock as of July 13, 2007. Expedia expressly reserves the right to purchase an additional number of shares of common stock not to exceed 2% of the outstanding shares of common stock, and could decide to purchase more shares, subject to applicable legal requirements. The tender offer is not conditioned on any minimum number of shares being tendered.

1

What will happen if more than 25,000,000 shares are tendered at or below the purchase price?

If, at the expiration date, more than 25,000,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn, we will buy shares:

•  first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration date;

•  second, on a pro rata basis from all other stockholders who properly tender shares at or below the purchase price selected by us, other than stockholders who tender conditionally and whose conditions are not satisfied; and

•  third, only if necessary to permit us to purchase 25,000,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) from holders who have tendered shares at or below the purchase price subject to the condition that a specified minimum number of the holder’s shares be purchased if any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

What are the conditions to the amended tender offer?

Except for the receipt of necessary financing and receipt of a solvency opinion, which are no longer conditions to the tender offer, all of the conditions to the tender offer set forth in “The Tender Offer — Section 7” in the offer to purchase remain conditions to the amended tender offer.

If I already tendered my shares in the offer, do I have to do anything now?

No. Stockholders who validly tendered their shares previously and have not withdrawn them do not have to take any further action.

Can I withdraw my previously tendered shares?

You may withdraw all or a portion of your tendered shares at any time prior to the time the shares are accepted for payment, after which they cannot be withdrawn except under very limited circumstances. See “The Tender Offer — Section 4” in the offer to purchase.

Is the information in the offer to purchase showing the pro forma effect of the tender offer and financing still applicable?

No. The summary unaudited pro forma consolidated financial information in “The Tender Offer — Section 10” in the offer to purchase was prepared assuming that 116,666,665 shares of common stock would be purchased in the tender offer and that Expedia would incur a significantly higher level of indebtedness to fund the purchase of shares.

How will the tender offer affect the stock ownership levels of Barry Diller and Liberty Media Corporation?

As of July 13, 2007, Expedia had issued and outstanding 279,304,467 shares of common stock, 25,599,998 shares of Class B common stock, 846 shares of Series A preferred stock convertible into 846 shares of common stock, outstanding warrants to purchase 34,641,420 shares of common stock and outstanding options to purchase 20,527,384 shares of common stock. The 25,000,000 shares that Expedia is offering to purchase under the tender offer represent approximately 9% of the shares of common stock outstanding as of July 13, 2007 and 7% of the shares of common stock assuming exercise of all outstanding and exercisable warrants and options and the conversion of all outstanding shares of Class B common stock and Series A preferred stock.

The table below updates the information regarding the share ownership of Barry Diller, Expedia’s Chairman and Senior Executive, and Liberty Media Corporation included in the corresponding table in “The Tender Offer —

2

Section 12” in the original offer to purchase. We are including the revised information in this supplement in order to provide stockholders with updated information regarding Mr. Diller’s and Liberty Media’s ownership and voting percentages as of July 13, 2007 after giving effect to the tender offer, assuming Expedia purchases 25,000,000 shares in the tender offer and that Expedia’s directors and executive officers and Liberty Media do not tender any shares. Except for the revised assumptions to reflect the reduced number of shares that Expedia is offering to purchase and updating the information to July 13, 2007, the information in the table below was prepared on the same basis as the information in the corresponding table in the original offer to purchase.

													Percent of Common		Percent of Votes
	Expedia Common Stock					Expedia Class B Common Stock					Percent of Votes		Stock After Tender		(All Classes) After
Beneficial Owner	Shares			%		Shares			%		(All Classes)		Offer(+)		Tender Offer(+)
Liberty Media Corporation 12300 Liberty Blvd. Englewood, CO 80112		69,219,787	(1)		22.70%		25,599,998	(2)		100%		55.97%		24.73%		58.51%
Barry Diller		84,345,775	(3)		26.83%		25,599,998	(4)		100%		57.77%		29.14%		60.55%

+	Assuming Expedia purchases 25,000,000 shares pursuant to the tender offer and that Expedia’s directors and executive officers and Liberty Media do not tender.
(1)	Based on information filed on Schedule 13D/A with the SEC on June 28, 2007 by Liberty Media, Mr. Diller and the BDTV Entities. Consists of (i) 43,619,789 shares of Expedia common stock held by Liberty Media, (ii) 1,176,594 shares of Class B common stock held by Liberty Media and (iii) 24,423,404 shares of Class B common stock held by the BDTV Entities. The “BDTV Entities” consist of BDTV Inc., BDTV II Inc., BDTV III Inc. and BDTV IV Inc. Pursuant to a Stockholders Agreement, dated as of August 9, 2005 by and between Liberty Media and Mr. Diller (the “Stockholders Agreement”) described below, Mr. Diller generally has the right to vote all of the shares of Expedia common stock and Class B common stock held by Liberty Media and the BDTV Entities.
(2)	Consists of 1,176,594 shares of Expedia Class B common stock held by Liberty Media and 24,423,404 shares of Expedia Class B common stock held by the BDTV Entities. Pursuant to the Stockholders Agreement, Mr. Diller generally has the right to vote all of the shares of Expedia common stock and Class B common stock held by Liberty Media and the BDTV Entities.
(3)	Based on information filed on Schedule 13D/A with the SEC on June 28, 2007 by Liberty Media, Mr. Diller and the BDTV Entities. Consists of (i) 5,441,618 shares of Expedia common stock owned by Mr. Diller, (ii) options to purchase 9,500,000 shares of Expedia common stock held by Mr. Diller, (iii) 184,370 shares of Expedia common stock held by a private foundation as to which Mr. Diller disclaims beneficial ownership, (iv) 24,423,404 shares of Expedia Class B common stock held by the BDTV Entities (see footnote 1 above), (v) 43,619,789 shares of Expedia common stock held by Liberty Media (see footnote 1 above) and (vi) 1,176,594 shares of Expedia Class B common stock held by Liberty Media (see footnote 1 above). Pursuant to the Stockholders Agreement, Mr. Diller generally has the right to vote all of the shares of Expedia common stock and Class B common stock held by Liberty Media and the BDTV Entities. Excludes shares of Expedia common stock and options to purchase shares of Expedia common stock held by Diane Von Furstenberg, Mr. Diller’s spouse, as to which Mr. Diller disclaims beneficial ownership.
(4)	Consists of 1,176,594 shares of Expedia Class B common stock held by Liberty Media and 24,423,404 shares of Expedia Class B common stock held by the BDTV Entities. Pursuant to the Stockholders Agreement, Mr. Diller generally has the right to vote all of the shares of Expedia Class B common stock held by Liberty Media and the BDTV Entities.

3

MISCELLANEOUS

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares in the tender offer. We have not authorized any person to give any information or to make any representation in connection with the tender offer other than those contained in this supplement, in the offer to purchase or in the letter of transmittal. If given or made, you must not rely upon any such information or representation as having been authorized by us.

We are not making the tender offer to (nor will we accept any tender of shares from or on behalf of) holders in any jurisdiction in which the making of the tender offer or the acceptance of any tender of shares would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take such action as we may deem necessary for us to make the tender offer in any such jurisdiction and extend the tender offer to holders in such jurisdiction.

We filed with the Commission an Issuer Tender Offer Statement on Schedule TO dated June 29, 2007, an Amendment No. 1 to Schedule TO dated June 29, 2007 and an Amendment No. 2 to Schedule TO dated July 23, 2007, together with exhibits, and may file additional amendments thereto. The Schedule TO, including the exhibits and any amendments or supplements thereto, may be examined and copies may be obtained, at the same places and in the same manner as is set forth in “The Tender Offer — Section 11” in the offer to purchase with respect to information about Expedia.

Please direct any questions or requests for assistance and any requests for additional copies of this supplement, the offer to purchase, the letter of transmittal or the notice of guaranteed delivery to the information agent at the telephone number and address set forth below. Stockholders also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the tender offer.

The information agent for the tender offer is:

105 Madison Avenue
New York, New York 10016
(212) 929-5500 (call collect)
E-mail: proxy@mackenziepartners.com
or
Call Toll Free (800) 322-2885

July 25, 2007

4

EX-99.(A)(5)(H)

Exhibit (a)(5)(H)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The offer is made solely by the offer to purchase, dated June 29, 2007, the related letter of transmittal, and any amendments or supplements thereto, including the supplement to the offer to purchase dated July 25, 2007. The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making of the tender offer or the acceptance of any tender of shares would not be in compliance with the laws of such jurisdiction.

Expedia, Inc.

Has Amended its Offer

And is Now Offering to Purchase for Cash

Up to 25,000,000 Shares of its Common Stock

At a Purchase Price Not Greater Than $30.00

Nor Less Than $27.50 Per Share

     Expedia, Inc., a Delaware corporation (“Expedia”), has amended its tender offer to reduce the number of shares it is offering to purchase and is now offering to purchase for cash up to 25,000,000 shares of its common stock, par value $.001 per share (the “shares”), upon the terms and subject to the conditions set forth in the offer to purchase, dated June 29, 2007, and the related letter of transmittal, as they may be amended or supplemented from time to time, including the supplement to the offer to purchase dated July 25, 2007 (the “Offer”). Expedia is inviting its stockholders to tender their shares at prices specified by the tendering stockholders that are not greater than $30.00 nor less than $27.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer.

     The Offer is not conditioned on the receipt of financing or on any minimum number of shares being tendered. The Offer is, however, subject to other conditions set forth in the offer to purchase, the related letter of transmittal and the supplement thereto.

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, AUGUST 8, 2007, UNLESS EXPEDIA EXTENDS THE OFFER.

     The Board of Directors of Expedia has approved the Offer. However, neither Expedia nor its Board of Directors makes any recommendation to its stockholders as to whether to tender or refrain from tendering their shares or as to the price or prices at which stockholders may choose to tender their shares. Stockholders must make their own decisions as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which to tender their shares. In so doing, stockholders should read carefully the information in the offer to purchase and the related letter of transmittal, as they may be amended or supplemented from time to time, including the supplement to the offer to purchase dated July 25, 2007, including Expedia’s reasons for making the Offer. Expedia’s directors and executive officers and Liberty Media Corporation have advised Expedia that they do not intend to tender any shares in the Offer.

     Expedia will, upon the terms and subject to the conditions of the Offer, determine the single per share price, not greater than $30.00 nor less than $27.50 per share, net to the seller in cash, without interest, that it will pay for shares properly tendered and not withdrawn in the Offer, taking into account the total number of shares so tendered and the prices specified by the tendering stockholders. Expedia will select the lowest purchase price that will allow Expedia to purchase 25,000,000 shares, or such fewer number of shares as are properly tendered and not withdrawn, at prices not greater than $30.00 nor less than $27.50 per share. Expedia will purchase at the purchase price all shares properly tendered at prices at or below the purchase price and not withdrawn, on the terms and subject to the conditions of the Offer, including the “odd lot,” proration and conditional tender provisions.

     Under no circumstances will Expedia pay interest on the purchase price for the shares, regardless of any delay in making payment. Expedia will acquire all shares acquired in the Offer at the purchase price regardless of whether the stockholder tendered at a lower price. The term “expiration date” means 5:00 p.m., New York City time, on Wednesday, August 8, 2007, unless and until Expedia, in its sole discretion, shall have extended the period of time during which the Offer will remain open, in which event the term “expiration date” shall refer to the latest time and date at which the Offer, as so extended by Expedia, shall expire. Expedia expressly reserves the right, in its sole discretion, to purchase more than 25,000,000 shares pursuant to the Offer, subject to applicable law.

     For purposes of the Offer, Expedia will be deemed to have accepted for payment, and therefore purchased, shares properly tendered at or below the purchase price and not withdrawn, subject to the odd lot, proration and conditional tender provisions of the Offer, only when, as and if Expedia gives oral or written notice to The Bank of New York, the depositary for the Offer, of its acceptance of the shares for payment under the Offer. Expedia will make payment for shares tendered and accepted for payment under the Offer only after the depositary timely receives share certificates or a timely confirmation of the book-entry transfer of the shares into the depositary’s account at the book-entry transfer facility, a properly completed and duly executed letter of transmittal, or an “agent’s message” (as defined in the offer to purchase) in the case of a book-entry transfer, and any other documents required by the letter of transmittal.

     Upon the terms and subject to the conditions of the Offer, if more than 25,000,000 shares, or such greater number of shares as Expedia may elect to purchase, subject to applicable law, have been properly tendered, and not withdrawn, prior to the expiration date at prices at or below the purchase price, Expedia will purchase properly tendered shares on the following basis:

• first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all their shares at or below the purchase price selected by Expedia and do not withdraw them before the expiration date;

• second, on a pro rata basis from all other stockholders who properly tender shares at or below the purchase price selected by Expedia, other than stockholders who tender conditionally and whose conditions are not satisfied; and

• third, only if necessary to permit Expedia to purchase 25,000,000 shares (or such greater number of shares as Expedia may elect to purchase, subject to applicable law) from holders who have tendered shares at or below the purchase price subject to the condition that Expedia purchase a specified minimum number of the holder’s shares if Expedia purchases any of the holder’s shares in the Offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders that conditionally tender their shares must have tendered all of their shares.

     Expedia will return to the tendering stockholders shares that it does not purchase in the Offer at Expedia’s expense as promptly as practicable after the expiration date.

     Expedia expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the depositary and making a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced expiration date. During any such extension, all shares previously tendered and not withdrawn will remain subject to the Offer and to the right of a tendering stockholder to withdraw such stockholder’s shares.

     Expedia believes that the Offer, together with an increase in Expedia’s indebtedness, is a prudent use of its financial resources given its business profile, cash flow, capital structure, assets and the current market price of its shares, and that investing in its own shares is an attractive use of capital and an efficient and effective means to provide value to its stockholders. The Offer represents the opportunity for Expedia to return cash to stockholders who elect to tender their shares, while at the same time increasing non-tendering stockholders’ proportionate interest in Expedia.

     Generally, a stockholder will be subject to U.S. federal income taxation when the stockholder receives cash from Expedia in exchange for the shares that the stockholder tenders.

     Stockholders may withdraw shares tendered under the Offer at any time prior to the expiration date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after 12:00 Midnight, New York City time, on August 24, 2007 unless theretofore accepted for payment as provided in the offer to purchase dated June 29, 2007. For a withdrawal to be effective, The Bank of New York must timely receive a written or facsimile transmission notice of withdrawal at its address set forth on the back cover page of the offer to purchase dated June 29, 2007. Any such notice of withdrawal must specify the name of the tendering stockholder, the number of shares that the stockholder wishes to withdraw and the name of the registered holder of the shares.

     If the share certificates to be withdrawn have been delivered or otherwise identified to the depositary, then, before the release of the share certificates, the serial numbers shown on the share certificates must be submitted to the depositary and the signature(s) on the notice of withdrawal must be guaranteed by an “eligible guarantor institution” (as defined in the offer to purchase dated June 29, 2007), unless the shares have been tendered for the account of an eligible guarantor institution. If shares have been tendered pursuant to the procedure for book-entry transfer set forth in the offer to purchase dated June 29, 2007, any notice of withdrawal also must specify the name and the number of the account at the book-entry transfer facility to be credited with the withdrawn shares and must otherwise comply with the book-entry transfer facility’s procedures.

     Expedia will determine all questions as to the form and validity, including the time of receipt, of any notice of withdrawal, in its sole discretion, and such determination will be final and binding. None of Expedia, The Bank of New York, as the depositary, MacKenzie Partners, Inc., as the information agent, or any other person will be under any duty to give notification of any defects or irregularities in any tender or notice of withdrawal or incur any liability for failure to give any such notification.

     The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the offer to purchase dated June 29, 2007, and the supplement thereto dated July 25, 2007 and is incorporated herein by reference.

     We are mailing promptly the supplement dated July 25, 2007 to the offer to purchase to record holders of shares and will furnish the supplement to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on Expedia’s stockholder list or, if applicable, that are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares. Holders of exercisable warrants for shares and holders of Expedia’s preferred stock may exercise such warrants or convert such preferred stock in accordance with their respective terms, and tender the shares received upon exercise or conversion in accordance with the Offer.

     The offer to purchase, the related letter of transmittal and the supplement contain important information that stockholders should read carefully before making any decision with respect to the Offer. Stockholders may obtain additional copies of the offer to purchase, the letter of transmittal and the supplement from the information agent at the address and telephone number set forth below. The information agent will promptly furnish to stockholders additional copies of these materials at Expedia’s expense.

     Please direct any questions or requests for assistance to the information agent at its telephone number and address set forth below. Stockholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. To confirm delivery of shares, please contact the depositary.

The Information Agent for the Offer is:

105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
E-mail: proxy@mackenziepartners.com

July 25, 2007