SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 4 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. (Issuer)

(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

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**
$660,000,000	$70,620

*	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 assuming that 30,000,000 outstanding shares of
	common stock, par value $.001 per share, are being purchased at the maximum possible tender offer price of $22.00 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 $107.00 per million of the value of the transaction.
[X]	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: $70,620	Filing Party: Expedia, Inc.
	Form or Registration No.: Schedule TO	Date Filed: December 11, 2006
[ ]	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:
[ ]	third-party tender offer subject to Rule 14d-1.
[X]	issuer tender offer subject to Rule 13e-4.
[ ]	going-private transaction subject to Rule 13e-3.
[ ]	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: [ ]

Amendment No. 4 to Schedule TO

     This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on December 11, 2006, as amended by Amendment No. 1 to Schedule TO filed with the Securities and Exchange Commission on December 14, 2006, as further amended by Amendment No. 2 to Schedule TO filed with the Securities and Exchange Commission on December 21, 2006, and as further amended by Amendment No. 3 to Schedule TO filed with the Securities and Exchange Commission on December 22, 2006 (as amended, the “Schedule TO”), by Expedia, Inc., a Delaware corporation (“Expedia”), relating to the offer to purchase up to 30,000,000 shares of its common stock, par value $.001 per share (the “Shares”), or such lesser number of Shares as is properly tendered and not properly withdrawn, at a price determined by Expedia between $18.50 and $22.00 per Share, net to the seller in cas h, without interest, on the terms and subject to the conditions set forth in an Offer to Purchase, dated December 11, 2006, and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the “Offer”). This Amendment No. 4 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 related Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

     The information in the Offer is incorporated in this Amendment No. 4 to 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 specifically provided herein.

ITEM 11. ADDITIONAL INFORMATION

       Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

     On January 11, 2007, Expedia issued a press release announcing the preliminary results of the Offer, which expired at 5:00 p.m., New York City time, on January 10, 2007. A copy of the press release is filed as Exhibit (a)(5)(G) to the Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBITS

      Item 12 of the Schedule TO is hereby amended to read in its entirety as follows:

(a)(1)(A)	Offer to Purchase, dated December 11, 2006*
(a)(1)(B)	Letter of Transmittal*
(a)(1)(C)	Notice of Guaranteed Delivery*
(a)(1)(D)	Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated December
	11, 2006*
(a)(1)(E)	Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees,
	dated December 11, 2006*
(a)(1)(F)	Letter from the Trustee of the Expedia Retirement Savings Plan to plan participants dated December
	11, 2006*
(a)(1)(G)	Direction Form for participants in the Expedia Retirement Savings Plan*
(a)(2)	Not applicable

(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)(A)	Summary Advertisement, dated December 11, 2006*
(a)(5)(B)	Letter from Dara Khosrowshahi, Chief Executive Officer of Expedia, Inc., to stockholders of
	Expedia, Inc., dated December 11, 2006*
(a)(5)(C)	Press release, dated December 8, 2006*
(a)(5)(D)	Employee Frequently Asked Questions Regarding the Tender Offer*
(a)(5)(E)	Email to Employees*
(a)(5)(F)	Letter from Burke F. Norton, Executive Vice President, General Counsel and Secretary of Expedia,
	Inc., to Warrant and Series A Cumulative Convertible Preferred Stock Holders*
(a)(5)(G)	Press Release, dated January 11, 2007 (announcing preliminary results of the tender offer)**
(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(1)
(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*
(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*
(d)(1)	Expedia, Inc. Non-Employee Director Deferred Compensation Plan(2)
(d)(2)	Expedia, Inc. 2005 Stock and Annual Incentive Plan(3)
(d)(3)	Summary of Expedia Non-Employee Director Compensation Arrangements(2)
(d)(4)	Stockholders Agreement between Liberty Media Corporation and Barry Diller, dated as of August 9,
	2005(4)
(d)(5)	Governance Agreement, by and among Expedia, Inc., Liberty Media Corporation and Barry Diller,
	dated as of August 9, 2005(4)
(d)(6)	Separation Agreement, dated as of August 9, 2005, by and between IAC/InterActiveCorp and
	Expedia, Inc.(4)
(d)(7)	Tax Sharing Agreement dated as of August 9, 2005, by and between IAC/InterActiveCorp and
	Expedia, Inc.(4)
(d)(8)	Form of Expedia, Inc. Restricted Stock Unit Agreement (directors)(4)
(d)(9)	Expedia Executive Deferred Compensation Plan, effective as of August 9, 2005(5)
(d)(10)	Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Dara Khosrowshahi, dated

	as of March 7, 2006(6)
(d)(11)	Employment Agreement by and between Michael Adler and Expedia, Inc., effective as of May 16,
	2006(7)
(d)(12)	Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Michael B. Adler,
	effective as of May 16, 2006(7)
(d)(13)	Employment Agreement by and between Burke Norton and Expedia, Inc., effective October 25,
	2006(7)
(d)(14)	Expedia, Inc. Restricted Stock Unit Agreement (First Agreement) between Expedia, Inc. and Burke
	Norton, dated as of October 25, 2006(7)
(d)(15)	Expedia, Inc. Restricted Stock Unit Agreement (Second Agreement) between Expedia, Inc. and
	Burke Norton, dated as of October 25, 2006(7)
(d)(16)	Form of Expedia, Inc. Restricted Stock Unit Agreement (domestic employees)(7)
(d)(17)	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(8)
(d)(18)	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(8)
(d)(19)	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(8)
(d)(20)	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 (7)
(d)(21)	Registration Rights Agreement dated August 21, 2006 by and among Expedia, Inc., the Subsidiary
Guarantors listed therein, and J.P. Morgan Securities Inc. and Lehman Brothers Inc., as
	representatives of the initial purchasers of Expedia, Inc.’s 7.456% Senior Notes due 2018(7)
(d)(22)	Expedia Retirement Savings Plan *
(d)(23)	Trust Agreement between Expedia, Inc. and Fidelity Management Trust Company, dated as of
	August 15, 2005, relating to the Expedia Retirement Savings Plan*
(g)	Not applicable
(h)	Opinion of Wachtell, Lipton, Rosen & Katz, dated January 10, 2007**

* Previously filed

** Filed herewith

(1) Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on July 14, 2005

(2) Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-4/A (File No. 333-124303-01) filed on June 13, 2005

(3) Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-8 (File No. 333-127324) filed on August 9, 2005

(4) Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005

(5) Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on December 20, 2005

(6) Incorporated by reference to Expedia, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005

(7) Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006

(8) Incorporated by reference to Expedia, Inc.’s Registration Statement on Form 8-A/A filed on August 22, 2005

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 and Secretary

Dated: January 11, 2007

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated December 11, 2006*
(a)(1)(B)	Letter of Transmittal*
(a)(1)(C)	Notice of Guaranteed Delivery*
(a)(1)(D)	Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated December
	11, 2006*
(a)(1)(E)	Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees,
	dated December 11, 2006*
(a)(1)(F)	Letter from the Trustee of the Expedia Retirement Savings Plan to plan participants dated December
	11, 2006*
(a)(1)(G)	Direction Form for participants in the Expedia Retirement Savings Plan*
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)(A)	Summary Advertisement, dated December 11, 2006*
(a)(5)(B)	Letter from Dara Khosrowshahi, Chief Executive Officer of Expedia, Inc., to stockholders of
	Expedia, Inc., dated December 11, 2006*
(a)(5)(C)	Press release, dated December 8, 2006*
(a)(5)(D)	Employee Frequently Asked Questions Regarding the Tender Offer*
(a)(5)(E)	Email to Employees*
(a)(5)(F)	Letter from Burke F. Norton, Executive Vice President, General Counsel and Secretary of Expedia,
	Inc., to Warrant and Series A Cumulative Convertible Preferred Stock Holders*
(a)(5)(G)	Press Release, dated January 11, 2007 (announcing preliminary results of the tender offer)**
(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(1)
(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*
(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*
(d)(1)	Expedia, Inc. Non-Employee Director Deferred Compensation Plan(2)

(d)(2)	Expedia, Inc. 2005 Stock and Annual Incentive Plan(3)
(d)(3)	Summary of Expedia Non-Employee Director Compensation Arrangements(2)
(d)(4)	Stockholders Agreement between Liberty Media Corporation and Barry Diller, dated as of August 9,
	2005(4)
(d)(5)	Governance Agreement, by and among Expedia, Inc., Liberty Media Corporation and Barry Diller,
	dated as of August 9, 2005(4)
(d)(6)	Separation Agreement, dated as of August 9, 2005, by and between IAC/InterActiveCorp and
	Expedia, Inc.(4)
(d)(7)	Tax Sharing Agreement dated as of August 9, 2005, by and between IAC/InterActiveCorp and
	Expedia, Inc.(4)
(d)(8)	Form of Expedia, Inc. Restricted Stock Unit Agreement (directors)(4)
(d)(9)	Expedia Executive Deferred Compensation Plan, effective as of August 9, 2005(5)
(d)(10)	Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Dara Khosrowshahi, dated
	as of March 7, 2006(6)
(d)(11)	Employment Agreement by and between Michael Adler and Expedia, Inc., effective as of May 16,
	2006(7)
(d)(12)	Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Michael B. Adler,
	effective as of May 16, 2006(7)
(d)(13)	Employment Agreement by and between Burke Norton and Expedia, Inc., effective October 25,
	2006(7)
(d)(14)	Expedia, Inc. Restricted Stock Unit Agreement (First Agreement) between Expedia, Inc. and Burke
	Norton, dated as of October 25, 2006(7)
(d)(15)	Expedia, Inc. Restricted Stock Unit Agreement (Second Agreement) between Expedia, Inc. and
	Burke Norton, dated as of October 25, 2006(7)
(d)(16)	Form of Expedia, Inc. Restricted Stock Unit Agreement (domestic employees)(7)
(d)(17)	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(8)
(d)(18)	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(8)
(d)(19)	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(8)
(d)(20)	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 (7)
(d)(21)	Registration Rights Agreement dated August 21, 2006 by and among Expedia, Inc., the Subsidiary
Guarantors listed therein, and J.P. Morgan Securities Inc. and Lehman Brothers Inc., as
	representatives of the initial purchasers of Expedia, Inc.’s 7.456% Senior Notes due 2018(7)
(d)(22)	Expedia Retirement Savings Plan *
(d)(23)	Trust Agreement between Expedia, Inc. and Fidelity Management Trust Company, dated as of
	August 15, 2005, relating to the Expedia Retirement Savings Plan*

(g)	Not applicable
(h)	Opinion of Wachtell, Lipton, Rosen & Katz, dated January 10, 2007**

* Previously filed

** Filed herewith

(1) Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on July 14, 2005

(2) Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-4/A (File No. 333-124303-01) filed on June 13, 2005

(3) Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-8 (File No. 333-127324) filed on August 9, 2005

(4) Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005

(5) Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on December 20, 2005

(6) Incorporated by reference to Expedia, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005

 (7) Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006

 (8) Incorporated by reference to Expedia, Inc.’s Registration Statement on Form 8-A/A filed on August 22, 2005

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

Exhibit (a)(5)(G)

Expedia, Inc. Announces Preliminary Results of Modified “Dutch Auction” Tender Offer

     BELLEVUE, Wash., Jan. 11, 2007 — Expedia, Inc. (NASDAQ: EXPE) today announced the preliminary results of its modified “Dutch auction” tender offer for up to 30 million shares of its common stock, which expired at 5:00 p.m., New York City time, on January 10, 2007.

     Based on a preliminary count by the depositary for the tender offer, 35,728,635 shares of common stock, including 12,384,979 shares that were tendered through notice of guaranteed delivery, were properly tendered and not properly withdrawn at prices at or below $22.00 per share. Based on these preliminary results, Expedia expects to acquire 30 million properly tendered shares at a purchase price of $22.00 per share, for a total cost of approximately $660 million, excluding fees and expenses relating to the tender offer. These shares represent approximately 9.9% of the shares of common stock outstanding and 9.1% of the total number of shares of common stock and Class B common stock outstanding as of December 31, 2006. In accordance with the terms of the tender offer, Expedia expects to acquire only a prorated portion of the shares properly tendered by each tendering stockholder at or below the final per share purchase price, other than odd lot tende rs. Based on the preliminary count, Expedia has been informed by the depositary that the proration factor is approximately 84%.

     The number of shares properly tendered and not withdrawn, the price per share and the proration factor are preliminary and are subject to verification by the depositary. The final number of shares purchased, the final price per share and the final proration factor will be announced as soon as practicable following completion of the verification process. Payment for the shares accepted for purchase under the tender offer and return of all other shares tendered and not purchased will occur promptly thereafter.

     Expedia’s Board of Directors has previously authorized the repurchase of up to an additional 20 million shares of common stock. Whether or not Expedia may make such repurchases or any additional repurchases will depend on many factors, including whether or not, in Expedia’s judgment, such future repurchases would be accretive to earnings per share, Expedia’s business and financial performance and situation, the business and market conditions at the time, including the price of the shares, and such other factors as Expedia may consider relevant. Rule 13e-4 under the Securities Exchange Act of 1934, as amended, prohibits Expedia and its affiliates from purchasing shares of common stock, other than in the tender offer, until the expiration of ten business days following the expiration of the tender offer.

     The information agent for the tender offer is MacKenzie Partners, Inc. and the depositary for the tender offer is The Bank of New York. For questions and information, please call the information agent toll-free in the United States and Canada at 1-800-322-2885, and in all other countries at +1-212-929-5500.

About Expedia

Expedia, Inc. is the world’s leading online travel company, empowering business and leisure travelers with the tools and information they need to easily research, plan, book, and experience travel. Expedia, Inc. also provides wholesale travel to offline retail travel agents.

Expedia, Inc.’s portfolio of brands includes: Expedia.com®, hotels.com®, Hotwire®, Expedia® Corporate Travel, TripAdvisor™ and Classic Vacations®. Expedia, Inc.'s companies also operate internationally with sites in Canada, the United Kingdom, Germany, France, Italy, the Netherlands, Australia, Japan and China, through its investment in eLong™. For more information, visit http://www.expediainc.com/ (NASDAQ: EXPE).

Forward-Looking Statements

     This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the results of the tender offer. These statements are not guarantees of future results. Additional cautionary statements regarding risk factors that could have an effect on the future performance of Expedia, Inc. are contained in its filings with the SEC, including its reports on Forms 10-K and 10-Q. Expedia, Inc. undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Contact:

MacKenzie Partners, Inc.
United States and Canada: 1-800-322-2885
All other countries: +1- 212-929-5500

Expedia and Expedia.com are either registered trademarks or trademarks of Expedia, Inc. in the U.S. and/or other countries. Other logos or product and company names mentioned herein may be the property of their respective owners.

Contacts
Investor Relations	Communications
(425) 679-3555	(425) 679-4317
ir@expedia.com	press@expedia.com
© 2007 Expedia, Inc. All rights reserved. CST 2029030-40.

EX-99.(H)

Exhibit (h)

[Letterhead of Wachtell, Lipton, Rosen & Katz]

January 10, 2007

Expedia, Inc.

3150 139^th Avenue, SE

Bellevue, Washington 98005

IAC/InterActiveCorp

152 West 57^th Street

New York, New York 10019

Ladies and Gentlemen:

     We have acted as special tax counsel to Expedia, Inc., a Delaware corporation (“Expedia”), in connection with (i) the purchase by Expedia, in open market transactions between May 2006 and July 2006 (the “Repurchase”), of 20,000,000 shares of its common stock, par value $.001 per share (“Expedia Common Stock”), representing approximately 6% of the Expedia Common Stock then outstanding, and (ii) the proposed purchase by Expedia, pursuant to a tender offer (the “Proposed Transaction”), of up to 30,000,000 shares of Expedia Common Stock, representing approximately 10% of the Expedia Common Stock currently outstanding, and, subject to certain conditions and applicable law, the potential purchase by Expedia of up to an additional 2% of the outstanding shares of Expedia Common Stock, in each case as described in the tender offer statement, filed on Schedule TO with the Securities and Exchange Commission on December 11, 2006 (the “TenderOffer Statement”), and in the offer to purchase, dated December 11, 2006 (together with the Tender Offer Statement, the “Offering Documents”). At your request, and pursuant to Section 4(c) of the Tax Sharing Agreement, dated as of August 9, 2005, by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”) and Expedia (the “Tax SharingAgreement”), we are rendering our opinion regarding certain United States federal income tax consequences of the Proposed Transaction.

[Letterhead of Wachtell, Lipton, Rosen & Katz]

     In connection with rendering our opinion, we have reviewed the Tax Sharing Agreement, the Offering Documents and such other documents as we have deemed necessary or appropriate for purposes of our opinion.

     For purposes of the opinion set forth below, we have relied, with the consent of Expedia and IAC, upon the accuracy and completeness of the statements and representations contained in the officer’s certificate of Expedia dated the date hereof (the “Officer’s Certificate”), and have assumed that such statements and representations are true, complete and correct (and will remain true, complete and correct at all times up to and including the time of the Proposed Transaction), and that all such statements and representations made to the knowledge of any person or entity or with similar qualification are and will be true and correct as if made without such qualification. We have also assumed that the Spin-Off-Related Transactions¹ would have qualified for Tax-Free Status if the Proposed Transaction did not occur.< /P>

     Based upon and subject to the foregoing, it is our opinion, under currently applicable United Stated federal income tax law, that the Proposed Transaction, taken alone or together with the Repurchase, will not disqualify the Spin-Off Related Transactions from Tax-Free Status.

     Our opinion is based on current provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and judicial precedents in effect as of the date hereof, all of which are subject to change at any time. Any change in applicable laws or the facts and circumstances surrounding the Repurchase or the Proposed Transaction, or any inaccuracy in the statements, facts, assumptions or representations upon which we have relied, may affect the continuing validity of our opinion as set forth herein. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention.

     Our opinion is limited to the U.S. federal income tax matters specifically addressed above. This opinion is rendered solely to Expedia and to IAC in connection with such matters and may not be relied upon for any other purpose or by any other person without our prior written consent.

     We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Tender Offer Statement, and to the references therein to us.

Very truly yours,

                            /s/ Wachtell, Lipton, Rosen & Katz

^{_________________________________________
1} Capitalized terms used and not defined herein have the meanings ascribed to them in the Tax Sharing Agreement.