UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported): January 29, 2002



                               USA NETWORKS, INC.
               (Exact name of Registrant as specified in charter)





         Delaware                      0-20570                    59-2712887
(State or other jurisdiction       (Commission File             (IRS Employer
       of incorporation)                Number)              Identification No.)




               152 West 57th Street, New York, NY              10019
            (Address of principal executive offices)         (Zip Code)



               Registrant's telephone number, including area code:
                                 (212) 314-7300






ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c) Exhibits.

         99.1   Interactive Commerce Goals.

ITEM 9.  REGULATION FD DISCLOSURE

         A copy of the Registrant's interactive commerce goals, appearing in
Exhibit 99.1 hereto, is furnished pursuant to Regulation FD.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                USA NETWORKS, INC.


                                                By: /s/ JULIUS GENACHOWSKI
                                                    ----------------------------
                                                Name:  Julius Genachowski
                                                Title: Senior Vice President and
                                                       General Counsel

         Date: January 29, 2002




                                  EXHIBIT INDEX



Exhibit   No.                                 Description

99.1                Interactive Commerce Goals.