EXHIBIT 3.5



                                 USA INTERACTIVE
                                BY-LAW AMENDMENT



            RESOLVED, FURTHER, that Section 10 of Article III of the
Corporation's by-laws be, and hereby is, amended to read in its entirety as
follows:

            "Section 10. COMMITTEES. The Board of Directors may designate 1 or
      more committees, each committee to consist of 2 or more of the directors
      of the corporation. The Board of Directors may designate 1 or more
      directors as alternate members of any committee, who may replace any
      absent or disqualified member at any meeting of the committee. In the
      absence or disqualification of a member of a committee, the member or
      members present at any meeting and not disqualified from voting, whether
      or not such member or members constitute a quorum, may unanimously appoint
      another member of the Board of Directors to act at the meeting in the
      place of any such absent or disqualified member. Any such committee, to
      the extent provided in the resolution of the Board of Directors, shall
      have and may exercise all of the powers of the Board of Directors in the
      management of the business and affairs of the Corporation, and may
      authorize the seal of the Corporation to be affixed to all papers that may
      require it; but no such committee shall have the power or authority in
      reference to the following matter: (i) approving or adopting, or
      recommending to the stockholders, any action or matter expressly required
      by the DGCL to be submitted to stockholders for approval, or (ii)
      adopting, amending or repealing any by-law of the Corporation."