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Additional Information

     Stockholders of USA Networks are urged to read the proxy statement when
it becomes available because it will contain important information about USA
Networks, the transactions and related matters. Investors and security holders
can obtain free copies of the proxy statement when it becomes available by
contacting Investor Relations, USA Networks, Inc., Carnegie Hall Tower, 152 W.
57th Street, 42nd Floor, New York, NY 10019 (Telephone: (212) 314-7400).
Investors and security holders will be able to obtain free copies of the proxy
statement and other documents filed by USA Networks and Vivendi with the
Securities and Exchange Commission in connection with the transactions at the
SEC's web site at

     In addition to the proxy statement, Vivendi and USA Networks file annual,
quarterly, and special reports, proxy statements and other information with
the SEC, which are available at the SEC's web site at You may
also read and copy any reports, statements and other information filed by USA
Networks and Vivendi at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on public reference rooms.

     USA Networks, Vivendi and their respective directors, executive officers
and certain members of management and other employees may be deemed to be
participants in the solicitation of proxies of USA Networks' stockholders to
approve the proposed transactions. Such individuals may have interests in the
transactions, including as a result of holding options or shares of USA
Networks' stock. A detailed list of the names, affiliations and interests of
the participants in the solicitation will be contained in the proxy statement
that will be filed by USA Networks with the SEC.

The following is a transcript of an investor and analyst conference held by
Vivendi Universal, S.A.

                                                             VIVENDI UNIVERSAL
                                                 Moderator: Jean-Marie Messier
                                               December 17, 2001/8:30 a.m. EST
                                                                        Page 1


December 17, 2001
8:30 a.m. EST

COORDINATOR    Good morning, and welcome to Vivendi Universal on USA Networks
conference call. All participants will be on a listen only mode until the
question and answer session of the call. Our first speaker for today would be
Mr. Barry Diller. Sir, you may begin.

B. DILLER      I think they actually have the order of this wrong. The first
speaker today is Jean-Marie Messier, but it is my great pleasure to introduce

J. MESSIER     Thanks for the kind introduction Barry, and I will give you
back the floor in one minute, just a few comments on Vivendi Universal side of
this transaction of acquiring USA Entertainment assets. I think that the main
outline for us is that through this acquisition, Vivendi Universal US strategy
is coming together. This is a perfect, natural, obvious solution to be
stronger and absolutely competitive on the US market, and it's done in an
efficient look at all sensitive way for the Vivendi Universal. If it is
natural, both between the TV and the movie activities, the productions and
distributions, US industry is going through integrations and consolidations
faster than many people thought. So these transactions are going to give to
Vivendi Universal Entertainment, VUE, size and scale, the right integration
from movie to TV prod, the right integration from programming to distribution.

On the top of this strategic call of the transaction, the financial, yes a
little bit complex and sophisticated, but I think it's end up with a very fair
deal on both sides, a full value for those assets on the USAI and for VU, we
can say that through $330 million USAI shares that we were owning. As for the
cash portion, which is the equivalent of what we received--what Seagram
received--and the time of the initial transaction, most of the transaction is
based on the initial consideration, back to the 97 operations. We can say that
these significantly valued assets are faded out of our directly correlated
significantly valued stock.

On top of that for VU shareholders, we are swapping non-core or
non-consolidated assets against fully controlled, fully integrated, fully
consolidated, full access to cash flow assets. In terms of value, it is very
important, as far as cash flows growth and asset value is concerned.

On the value itself of the deal, I just want to point out that you may have
seen slightly different figures going out. That's very simple. On our side, we
value the deals between $10.3 and $10.8 billion, depending on whether you
consider an average 30 days for every consideration of the deal, which is for
us unaffected. Or if you take the closing price of Friday, on which we can
consider that USA stock was already partially affected by these transactions.
The second difference in the figures that we do take into account, what we
consider being the high value of the warrant that we are receiving on USA
interactive assets, $24 million of them--being not very far from being already
in the money, all of them being very long term, ten years.

So that's the main point I want to underline, in terms of the objective
creation of value to VU shareholders through this transaction.

                                                             VIVENDI UNIVERSAL
                                                 Moderator: Jean-Marie Messier
                                               December 17, 2001/8:30 a.m. EST
                                                                        Page 2

On the management side, which is critical because talent and management are
the key assets in the entertainment industry, that is obviously more than my
pleasure to have Barry on board for Vivendi Universal Entertainment, and for
two key reasons. The first one is the industry vision that Barry has been
developing and which is totally substantial with Vivendi Universal vision. The
second point is that Barry has a very strong track record in cash flow growth
and asset value growth to his shareholders. That's my job to have cash flow
and asset values growing for my shareholders by introducing Barry in this very
key operational position, I'm serving VU shareholders.

The additional point on management is the strong commitment of Ron Meyer and
Stacey Snider. They are the team, which turned around Universal Studios group.
They are committed, both of them have taken the commitment to renew and extend
their contract for the five coming years. With that in mind, we will have for
Vivendi Universal Entertainment, the strongest management team as possible,
and I am welcoming that.

Third and final point I want to make on this transaction, which is to give you
a little bit of visibility for 2002 relating to VU, reminding that starting
the first quarter of next year, VU will issue full US gap earnings, quarterly
results. On top of that in 2002, as in 2001, we will continue to care about
the dominant positioning content. We will continue to care about getting
operational control on our key assets. We will continue to care about being
really global, as the split of revenues after this transaction is clearly
demonstrated. 2002 with what has been achieved in 2001 in terms of integration
and addressing our only relative weakness, which was integration and
consolidation on the US market, 2002 is going to be a year focusing, first on
growth and on internal growth result of change of perimeter. Second, it is
going to be a year where we will continue to focus on increasing of
distribution reach through commercial agreements, including with MSOs.
Third, it is going to be a year to pursue the full deleveraging of the group.
That's our target for 02 and even for the first half of 02, to have a debt to
EBITDA ratio well below three points, and my rating target and commitment is
to reach a comfortable triple B for Vivendi Universal.

These are basically the main outlines for '02. Where I can finally confirm
that we are comfortable EBITDA wise with what the market consensus on Vivendi
Universal before 9/11, that is to say, before this transaction obviously with
6 billion euros EBITDA for VU media assets.

That being said, I'm turning it back to you, Barry.

B. DILLER      When we started to talk about this about a month ago, which
seems about a hundred years ago because of the complexity of all of the things
that we had to go through, what we were really trying to do was to move the
timetable up from what had been originally set forth. As I think all of you
know, the agreements between Vivendi Universal and USA were that after I
ceased to be chief executive, that there was not only a path to control, but
it would be obvious that Vivendi Universal would end up or begin with
controlling and more than likely consolidating the entertainment assets of
USA, if not the whole company.

What I think we've done essentially is we've given early repatriation of the
critical assets. What we have done is actually by having on one side a
standalone USA interactive of real early strength on one side--I'll get into
that in a bit--and on the other, able to put together these entertainment
assets at the most critical time. As I think all of you know and as Jean-Marie
referenced, the consolidation and concentration is not something that we knew
about four years ago. It had not really begun to the degree that it has
increased over the subsequent years.

                                                             VIVENDI UNIVERSAL
                                                 Moderator: Jean-Marie Messier
                                               December 17, 2001/8:30 a.m. EST
                                                                        Page 3

What that has meant is that unless you are able to meet the competition of the
day as strongly organized as you can in every field that you can, there is a
large chance of marginalization. Rather than have the USA Entertainment
assets, which were certainly doing fine and had great growth, but having those
entertainment assets pounding on the door to try and get larger around the
very large media concentration world in which it lived, increasingly said to
me that, that was a very tough road.

I think on the other side for Vivendi Universal, it's ability to unite its
television interests throughout the world together with USA's interest,
together with its studio operations, together with its international
television channels that came actually out of the original split between USA
and then Seagram's. The ability to combine those into one unified strategic
force gives them the ability to really compete and to really grow and to find
the next assets. That principally is what I will do together with Jean-Marie,
strategically to have those assets really grow and become over time, first
year, I don't think it's inappropriate for us that we kind of code named this
process Tier One. I think it was very clear--it was Jean-Marie's name at, I
think, I don't know, in the first ten days or so of this, wasn't it?

J. MESSIER     Yes.

B. DILLER      Something like that.

J. MESSIER     Thanksgiving.

B. DILLER      Yes, Thanksgiving, in any event, I think, therefore, for
Vivendi Universal, there is that ability for VUE, Vivendi Universal
Entertainment, which will combine the USA Entertainment assets, the recreation
parks, and the studio operations. I believe that just that piece of it is also
perfectly organized. It has very strong executives. There's been a lot of
comment and such about my so to speak disrupting possibly the very good work
of the studio group. Which I have utterly no intention as I have said to the
executives of the picture group, principally, Ron Meyer and Stacey Snider, who
I've had some fairly extensive conversations with.

I am a supporter of theirs. I will more cove to what they are doing than to
ask them to cove to my historical way of operating. It's not that I'm not
opinionated, etc., but somebody I saw said that I will try and fix which, so
to speak, isn't broken. Historically, that has not been anything like what I
have done, nor will I do it here.

What I will do is try to integrate first of all, the television operations
under Michael Jackson, who joined us recently as I think some of you know,
from running what I think is the best channel in the world, Channel Four in
Britain, and is the senior executive on the television side and who will
coordinate all of the Universal television operations. He in turn will report
to Ron Meyer. Ron Meyer will in turn report to me. So I think that the
symmetry of that is fine.

For USA Interactive, many of you have certainly listened to me about my belief
in interactivity. We start with about 9% of all interactive commerce revenue,
and our goal is to double that within the next year. We start this enterprise
with absolute strength and cleanliness. We have obviously, a very strong
current cash flow. We believe that the cash flow in the first year will be a
little over $600 million, meaning in 2002 for the operating businesses. We
will start with close to $3 billion in cash.

We have been in this area enormously acquisitive. We have made more than 40
acquisitions on the interactive side alone and we have as I think you all
know, done it very strategically. There is enormous amount of opportunity at
right this moment at right that sector for us to grow, both by internally
growing the businesses we have and certainly by acquiring new ones. So we are
at a perfect time and at a perfect place.

                                                             VIVENDI UNIVERSAL
                                                 Moderator: Jean-Marie Messier
                                               December 17, 2001/8:30 a.m. EST
                                                                        Page 4

I actually think that the idea of doing this, the idea that on the left side
so to speak of the brain, we have a USA interactive company that has no drag
on it, no conflict, no confusion, no constantly trying to relate the two sides
before their time, though there is a relationship between interactivity and
entertainment. The commercial agreements that we are going to do between
Vivendi Universal and USA will underscore the relationship between
entertainment and direct selling in all of its various forms and

But with the USA Interactive Company formed the way it does, it is I think,
actually a perfect combination of businesses of real clarity. On the other
side, I think Vivendi Universal is able to together with the announcement--I
think it was the other day on Friday of the Echostar transaction. No one can I
believe discount the strategy for Vivendi Universal.

I'm going to do one more thing before we turn it over to Q&A, and I'm sure it
will be, if not the first question, it will be an early question. What of my
time, my time commitments, etc.? Let me talk historically.

First of all over the last five, six years, I have spent about 50% of my time
on interactivity and 50% of my time on the entertainment side. In the world by
the way, as I think you all know when you start dividing up time, it does not
work in some percentage process. That's just not realistic. It's not life.
What will happen in this case is, some days I will spend a majority of my time
on USA Interactive; some days I will spend a majority of my time on the
Vivendi Universal. What I am confident of, and Jean-Marie and I have talked a
bit about this, so we're comfortable with this. I can only say that to the
shareholders of USA as well as to the shareholders of Vivendi Universal, I
understand what the time commitments are. I'm completely confident that I'm
going to be able to acquit both areas of responsibility and by the way, have
time left over.

So I understand why people certainly look at this and say, "How is he going to
'divide' his time?" I absolutely believe and I would not have done this
otherwise, that my ability to do so and to do it in a way that it is not going
to scare any of the horses involved in either of the enterprises, is a
completely confident one. I'll answer the question by the way in any other way
anyone wishes, but I thought I would just lead with it, since I know it's
certainly a topic of questioning, understandably by many people.

At this point, unless there's anything else Jean-Marie would like to do, I
think we turn it over to questions. We have about four minutes for questions,
so please do whatever you would like to do. That's a joke, don't worry.

COORDINATOR    Our first question comes from Sharon Williams.

S. WILLIAMS    This travel channel, I know this is not content center here,
but would your plans still be to in the future, launch a cable network around
the travel business, which I thought was an exciting long-term growth
potential? Would this end up now sitting at VUE instead of at USA Networks,
since I think of it as contributing value over the long term?

B. DILLER      Actually, I think it's a good question. Yes, we will without
question develop a travel channel. We actually already have a travel channel
service channel in Germany, but we will establish a US travel channel. The
agreement between USA and Vivendi very carefully and clearly divides the
businesses of interactivity and commerce and transaction on the USA side and
the entertainment on the Vivendi Universal side. What we will also do we hope
is look for various ways to partner with Vivendi Universal in a lot of these

So while in this case the Travel Channel, which will relate to our travel
assets-- I can't call it the Travel Channel. I can call it USA Travel Network
or else I'm going to get in trouble with my friend John Hendrix

                                                             VIVENDI UNIVERSAL
                                                 Moderator: Jean-Marie Messier
                                               December 17, 2001/8:30 a.m. EST
                                                                        Page 5

who runs the Discovery Travel Channel. But the Travel Network, whatever we're
going to end up calling it, Travel, is going to relate to our Expedia assets,
our hotel reservations, our Travelscape, etc. So it's on that side, in terms
of the counting mechanism.

COORDINATOR    Our next question comes from Mario Gabelli.

M. GABELLI     Congratulations. This is interesting. By the way, I also want
to commend you guys for putting a statement in there about Edgar Bronfman. I
think he was just poorly maligned by everyone, but I don't want to spend any
time on that. It was a terrific deal when they did the deal with you, Barry,
and this is a terrific deal. I am looking forward to when you merge with the
next target when Jean-Marie gets his distribution in the United States. But
Barry, there's an old school on Wall Street that says, "Let's follow the
money." How many options do you have in USAI? Where do they go? How does this
deal work in terms of your put option on the 1.5%?

B. DILLER      I own about four million shares outright, I have options on
about 46 million shares of USA, and I will continue to hold them. I'm not
selling a single share.

M. CABELLI     Okay, so you're going to have your money primarily in USAI, the
ongoing new co.

B. DILLER      Well, I have money in both places, Mario--

M. CABELLI     Well, I'm delighted.

B. DILLER      As you do you as well, but in any event as I said, I'm not
selling any shares in USA. On the Vivendi Universal Entertainment side, I have
an interest. It's a small interest, but it's certainly not insignificant in
dollar terms, and I will hope and plan for that interest to grow. USA also has
an interest on the Vivendi Universal Entertainment piece. I'm going to call it
from now on VUE, and you'll over time I think understand that. But USAi
interest in VUE is a little over 5%, and that has real value, and that we
intend to grow.

So I think actually when you think about this, it's quite nicely balanced.
Yes, the majority of my equity is at USAI. I fully intend to have that equity
grow. I don't want to make as you know, extreme statements--but I think that
would we not be able to grow it, it would be a crime unto man. I can't
conceive that USA will not have great growth in the next few years.

M. CABELLI     Thank you, and to Jean-Marie, I look forward to your next step
in the distribution strategy. Coordinator Our next question comes from Marian

M. BUSCHER     I was wondering if you could comment about the USA debt
outstanding and what the plans are for the bondholders?

B. DILLER      Let me introduce Victor Kaufman. Victor Kaufman is, of course,
as I think all of you know, the Vice Chairman of USA. He will certainly
continue in that capacity. Go ahead, Victor.

V. KAUFMAN     The public debt will remain outstanding. It obviously becomes
even more secure than it is today since we will as Barry said before, have
around $3 billion in cash, plus an additional probably over a billion dollars
in debt capacity. We are going to operate USA Interactive in exactly the way
we've operated the company in the past, which means that we will not allow our
debt to EBITDA ratio to go above 2 to 1. So we see ourselves as having about
$4 billion of capacity to grow the business.

M. BUSCHER     Have you spoken to the rating agencies at all at this point?

                                                             VIVENDI UNIVERSAL
                                                 Moderator: Jean-Marie Messier
                                               December 17, 2001/8:30 a.m. EST
                                                                        Page 6

V. KAUFMAN     We have spoken to the rating agencies, and I think they're
extremely appreciative of our bringing them up to date, and we'll have more
discussions with them today and in the coming days.

M. BUSCHER     And any indication from them what direction they're headed in?

V. KAUFMAN     I think you really would have to wait until they put out
whatever they do, but obviously in addition to on a net basis, we really have
no debt other than the public debt outstanding. We have such a strong balance
sheet and such a strong basis of earnings, which we intend to grow, that we're
confident that we will be able to keep our credit ratings and to grow the

COORDINATOR    Our next question comes from Mike Nathanson.

M. NATHANSON   I had a couple questions. Firstly now that VUE is going to be a
much larger entity, will you be reporting it out separately from the CANAL+
assets? That would be the first question.

The second question is more operational. Now that you're changing ownership,
putting the networks closer to the studio, how does that change, Barry, as the
programming at USA channel, what could you do now that you weren't doing in
the past? Talk a little bit about how you bought Universal films before and
how that process will be now.

And lastly, for Jean-Marie, now that you just got bigger in the film business
slightly with USA's films, will you be able to downsize that investment?

B. DILLER      As far as programming is concerned, the relationship between
film studios and television operations, you can see all over the place. You
can see for instance, the vertical integration that has taken place
particularly at Time Warner. It used to be that Warner films were sold to CBS,
etc., and to other non-aligned networks. Now these films have their sequential
distribution chain in Time Warner owned assets--channels: TBS, TNT, etc. You
see the same at Fox. It's part of the reason that Disney paid the amount that
it paid for the Family channel.

M. NATHANSON   Yes, I wonder if before you were in USA separately, were you
getting a crack at the Universal assets? I hear what you were talking about.
But were you getting the same opportunity?

B. DILLER      We got a crack at them, but there is an entirely different
thing when you unify a library, which Universal has an extraordinary library
on one side, together with the current, so to speak, preen the titles--meaning
the titles that you want to run through USA networks, through USA Networks, a
very large percentage of its programming is the running of theatrical motion

The other thing is the kinds of shows that you can develop out of, not only
the library on the film side--Fast and Furious is a very good example. It's
one that we're currently talking about. There are all sorts of other examples,
as you go through the extraordinary success of Universal over the last several
years. On the library side from Battlestar Galactica, which is an old
television series of Universal's that we're desperate to develop as a
television series. Literally, it is the two sides of a circle. That when they
operate together, when you get the throw weight of the films side and
sensibility together with the television side and you begin to integrate those
things--you begin to use those things to create new services--is where I think
the beginning program synergies will exist.

J. MESSIER     Was your last question relating to the downsizing of USAI


                                                             VIVENDI UNIVERSAL
                                                 Moderator: Jean-Marie Messier
                                               December 17, 2001/8:30 a.m. EST
                                                                        Page 7

B. DILLER      I didn't hear that. USA Films is not "downsizing." USA Films is
a special movie producer and distributor, which has had very good success,
currently with The Man Who Wasn't There and Gossamer Park, which opens any
time now, which is a really good film, which in the investment of USA in USA
Films is small. It's a special film operation. It's going to continue. The
plans that we have talked about, and I think it's important to kind of
understand the nuance of this because it shows--as against what people
speculate--it shows I think, the thoughtfulness of this process.

USA Films is going to continue. Universal has a division called Spotlight, and
Spotlight is going to--we think, our plan is--to merge into USA Films.
Interestingly, though, USA Films, which is under the direction of Michael
Jackson, will continue. However in that respect, USA Films will report to
Stacey Snider, because you must have a totally integrated motion picture
operation worldwide. So in the television side, he will report to Ron Meyer,
but on the movie side, he's going to report through Stacey Snider, because
it's the right way to organize, so that there is no dissension from anybody
for anything from the first hour of the first day.

What we expect, by the way, is to have a growing and thriving special film
business. It's a great category, and it's one that we've already got some
success going on. So that is our plan for that.

M. NATHANSON   Okay, and the last question was the first one about breaking
out VUE from CANAL+

J. MESSIER     Yes, I'll take this one after underlining what Barry has just
explained gives you the key for most of the synergies that we can take out of
this integration. So there is a lot to be done in terms of optimization,
rationalization of the operations of the VUE. We intend to do that quickly in
the most fashionable and efficient way with everybody's activities reporting
to Stacey. It will allow us to fully continue all politic of optimizing every
movie production, not only by the way on a US basis only, but including the
worldwide approach with Studio CANAL. I think that Barry did underline some
very first examples of common initiatives that we can take. On your first
question, Mike, that's no problem. Obviously, thanks to the size of VUE and
the CANAL+, we will report separately both of them.

COORDINATOR    Our next question comes from Kate Oakley.

K. OAKLEY      I have a question for Jean-Marie Messier. How do you plan to
take advantage of this distribution platform? I remember hearing early this
year you were saying, "That's a big gap in our business plan. We've got to
have distribution in the US to be able to deal with Yahoo." Now you've got
Echostar and now you've got this, but how are you actually going to leverage
that? Are we going to start seeing you launch new channels? The stake you have
in Echostar isn't that big, so what can you do to influence things there?

I also wanted to ask a second question that maybe both of you can answer. It's
about the growth in interactive services. Now, Barry, you've talked about how
on-line is really where you've been focusing, but in Europe, there's a lot of
interactive television. We've got Mobile. Messier already had deal with a
Vodafone with Vizzavi. How do you see all of that--maybe moving into that
realm, because you have all this experience with ticketing and things like

J. MESSIER     On your distribution question, Kate, my first point to remind
you that in order to distribute, you need to have the right products, and that
the strength is first in your content and products capacity. By putting
together USG and USAI entertainment assets, we are reaching the right size,
the right simple organization to maximize the usage that we can do and the
content that we can build around our TV and movie assets, and it remains the
first leverage vis-a-vis distributors.

The second one is that when you are referring to EchoStar, two
comments there. The first one, we do not need to buy distribution. There are
objective reasons, which just defy the strategy partnership

                                                             VIVENDI UNIVERSAL
                                                 Moderator: Jean-Marie Messier
                                               December 17, 2001/8:30 a.m. EST
                                                                        Page 8

with Echostar and hopefully, with Echostar/Direct TV. The first one is that
Echostar is a satellite player, and it is going to be, we hope, the largest
and the most efficient US satellite and digital TV platform. We have the
largest and the most efficient one in Europe, with CANAL+. It paves the way to
worldwide satellite distribution and digital TV agreements. That's the reason
why EchoStar on top of commercial distribution agreements is a natural equity
and strategic partner. On top of the fact that, on the pure financial basis,
this is the low-risk downsized protection investment and a good swap vis-a-vis
our BSkyB stakes because that's cheaper and more strategic. That's the reason
why we made this strategic partnership with Echostar.

How are we going to use it? Two ways--the first one, the existing agreement,
to launch and to welcome on EchoStar platform, five new channels to 152
initial channels, which are going to leverage our content capacity, action and
suspense and movie on one side, music and the young generation on the other
side, games on a third side, plus the availability for three years of the
equivalent of one transponder now said the ability to launch on top of that up
to eight or ten new interactive services with the right access to bandwidth in
order to launch those services. So by definition through this strategic
partnership, Echostar is going to be the right platform and the right
privilege access to launch these new channels as these new interactive

These distribution agreements with Echostar are obviously not excluded. We
will go for commercial agreements with MSOs. One of the key points on Echostar
is that it does have national coverage and that all channels based on the
content strengths, based on if management strengths of the VUE are successful,
obviously, it will help us to break commercial deals. We have a significant
number of MSOs. One of our goals is at least after three years of time, to
have at least as many subscribers outside Echostar platform than subscribers
coming from Echostar. This is--

K. OAKLEY      In the US.

J. MESSIER     In the US, yes. This is the strategy that we are going to
implement. Basically what you can see is that USAi is, not only an abvious
operational fee but that USAi plus the strategic partnership with Echostar and
Direct TV is giving an additional access to distribution and that the two
transactions are adding value to each other and that the two transactions
combined are clearly addressing what was viewed as the relative weakness of
Vivendi Universal on the US market. That's the clear beauty and the clear
value of doing those two transactions at the same time.

K. OAKLEY      Barry, you were going to talk about how you were going to make
interactive not just on-line, but actually leveraging some of Vivendi
Universal's other things including interactive television, and also, we've got
a big mobile deal that we're trying to see if there's any business in, really.

B. DILLER      I think that there's this natural relationship between on-line
and off-line, as evidenced currently by HSN in the United States, together
with, which is kind of seamless. I don't think of it as really
broadband, because broadband is, after all, rich video with a transactional
pipe in real time along side. This simulates it so to speak before there is a
large broadband penetration.

In Europe and throughout the rest of the world where Vivendi Universal is
particularly strong, I think that what we're going to do through these
commercial agreements is to begin to make those ties in different ways and
start those assets being seamlessly related to each other on all of the
interactive television forms that are developing--some quicker, some slower
than they are in the United States. So, again, actually, the truth is I can't
say it any better than Jean-Marie just said it in terms of--

K. OAKLEY      And HSN, do you think HSN will come to Europe?

B. DILLER      HSN is in Europe. HSN currently operates--

K. OAKLEY      But much bigger than it is?

                                                             VIVENDI UNIVERSAL
                                                 Moderator: Jean-Marie Messier
                                               December 17, 2001/8:30 a.m. EST
                                                                        Page 9

B. DILLER      It currently operates in Germany in a large and profitable
business. It just started in Italy this year. It started in Benelux. It
already has an arrangement with Canal in France. It opened in the UK last
year. We are all over Europe. We are in China. We are in Japan.

J. MESSIER     And if I may add two points, Kate, if you were able to combine
the right way through cross-promotion and cross-marketing, our respective
internet activities, do you know that thanks to on VU, the leadership that we
have for music on-line reach and games on-line reach, to combine Unique
Visitors reach of VU.Net and USA Interactive would rank number four on a
world-wide basis right after the three traditional ISP's, AOL, MSN and Yahoo.

The second point I wanted to add is that you referred to Vizzavi. Just to give
you an update on Vizzavi, over the last three months, the number of registered
customers of Vizzavi have continued to increase sharply: 41% of growth of
registered customers over the last three months. In terms of number of Web or
WAP pages viewed on a daily basis as the number of WAP minutes generated,
Vizzavi has increased by 40% to 50% over the last three months. As you know,
we have reached with Vodafone a full agreement on the business model, focusing
only a small part of the revenues on the distribution fee on that plan, and
Vizzavi caching most of the services and SMS value revenues, 80% for Vizzavi;
20% for the mobile operators.

Vizzavi has been late as a launch because the GPRS technology being late. Now
that Vizzavi has been truly launched in Europe, in eight countries in Europe,
the take-off is answering in terms of growth to what were our expectations.

K. OAKLEY      What's the total number now, Mr. Messier, of the subscribers?

J. MESSIER     We are over seven million registered subscribers, registered
customers, and we expect to be over ten million in the course of Q2 of next

COORDINATOR    Our next question comes from David Goldsmith.

D. GOLDSMITH   I just want to attack this a little bit differently.
Congratulations guys. Liberty Media, first will just take care of a
housekeeping thing, how many shares of the new USA Interactive will Liberty
Media hold, and what kind of other relationships do you at USA expect with
Liberty Media and Vivendi as well?

B. DILLER      Liberty will hold about 18% of USA with about 90 million
shares, and John Malone and the President, Bob Bennett--but John Malone and I
have been partners since I left Fox almost 10 years ago. I'm glad that Dr.
Malone and Liberty are going to continue. We are discussing as we always do
with Liberty, a whole series of transactions--things that we're going to do
principally outside of the United States, although there are a couple of
things that we could do inside the United States with Liberty, and we expect
them to fully participate. John Malone and Bob Bennett are going to be on the
USA board as will Jean-Marie Messier and Phillippe Germond who I believe, I
don't know his exact title, but he is head of the interactive assets fof
Vivendi Universal. But as it relates to Liberty, they will be full
participants and I would think that, that would continue in force for
hopefully the rest of my business life.

J. MESSIER     Perhaps on the VU side, Liberty Media will own 37 million VU
shares, including five million shares swapped against its interest in
Multithematique or programming entities. With 37 million shares, the agreement
in terms of liquidity that we have with Liberty Media is that, they are
suggested to stay at the 5% level for four years. That their liquidity is
going to be 40% at the closing of the transaction, 30% lock-up of 12 months
and 30% lock-up of 18 months. We very much welcome Liberty Media as a very
significant shareholder of Vivendi Universal, and are pleased with the
commitment of Liberty Media to be a long-term shareholder of Vivendi

                                                             VIVENDI UNIVERSAL
                                                 Moderator: Jean-Marie Messier
                                               December 17, 2001/8:30 a.m. EST
                                                                       Page 10

We are looking at the same time to perform off our relationship in Europe. We
are the leading satellite distributor in Europe. They are the leading through
UPC and the recent German cable operation, they could become the leading cable
distributor operator. We do not intend to have here on the distribution side
capitalistic agreements between the two of us, but we have a strong area of
common interest in Europe, which is programming, where we would welcome on
both sides, switching together without any equity intrusion of any kind,
neither on one side nor on the other side. We would very much welcome putting
together all of our programming European forces achieving then leading Pan
European programming entity able to deal with every single distribution
platform in Europe. So for us, the Liberty Media agreement is not only
welcoming a shareholder. That is also the occasion to make and prepare a
common attractive step in the programming area on the Pan European basis.

COORDINATOR    Our next question comes from Richard Simon.

R. GREENFIELD  It's Rich Greenfield. I have two questions. First, can you,
Jean-Marie, just comment on how when this transaction is combined with the
Echostar deal on Friday, how this changes your approach to US distribution
going forward? And two, could you comment on how when you combine the Echostar
transaction with the USA transaction this morning, what types of opportunities
it creates from a new channel standpoint?

J. MESSIER     Basically the right order of presentation would have been the
reverse. Before distributing, you need to be able to build the products. The
combination and the creation of Vivendi Universal Entertainment allows us to
leverage our fantastic library and the management teams of both sides to be
much more proactive on TV production and the ability to create and to develop
new channels. The expertise, the skills and the assets of USA Entertainment
were needed to achieve that.

The second point is that you have to look at Echostar as the privileged
platform, a privileged partner, but obviously not the exclusive distribution
partner of VUE. The strategic partnership with Echostar allows us in very good
economical conditions with subscriber fees from day one of the launch, to have
directly a national reach for those new channels through a close relationship
with the teams, to have a better time to market of the new launches, not only
on the channels side. But also of the interactive services side, we definitely
think that music and games are going to be absolutely key in those
entertainment interactive services to the consumer. So we have a national
platform on a privilege basis and with the best time to market that you can
imagine. From that film basis, we intend to develop further distributions with
MSOs and on the basis of commercial agreements with MSOs.

COORDINATOR    Our next question comes from John Dean.

J. DEAN        My question has already been answered. Thanks.

B. DILLER      I guess that was the last question. No, we'll do one more, and
then as I think most of you know, we're going to follow this with a USA
Interactive analyst and investor call, which I guess we'll probably take a
couple of minutes breather, and then we'll go right on with that to answer any
specific questions about USA Interactive.

J. MESSIER     And as you know, there has been also a conference call, just
before this one with European investors and then a list that you can access to
which has been recorded and which is at your disposal also.

B. DILLER      Yes, you can listen to us probably all day and from now on.
Next question. It doesn't exist? I would then say, thank you very much, and
we'll look forward to talking to you both on and off-line.

J. MESSIER     Thank you all.

COORDINATOR    Thank you for participating in this conference call. You may
disconnect at this time.