Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[ ]  Preliminary Proxy Statement

[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))

[ ]  Definitive Proxy Statement

[ ]  Definitive Additional Materials

[X]  Soliciting Material Under Rule 14a-12

                              USA Networks, Inc.

                (Name of Registrant as Specified in its Charter)

                            Vivendi Universal, S.A.

   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[    ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and

     (1)  Title of each class of securities to which transaction applies:


     (2)  Aggregate number of securities to which transaction applies:


     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which
          the filing fee is calculated and state how it was determined):


     (4)  Proposed maximum aggregate value of transaction:


     (5)  Total fee paid:


     |_| Fee paid previously with preliminary materials.


     |_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

     (1)  Amount previously paid:


     (2)  Form, Schedule or Registration Statement No.:


     (3)  Filing Party:


     (4)  Date Filed:


The following press release was issued by Vivendi Universal, S.A. on
December 21, 2001.

December 21, 2001


     BOURSE: EX FP] announced today it has extended for five more years the
     contracts of Ron Meyer, President and Chief Operating Officer, Universal
     Studios, and Stacey Snider, Chairman, Universal Pictures.

     In making the announcement, Jean-Marie Messier, Chairman and Chief
     Executive Officer of Vivendi Universal, said, 'I am thrilled to recognize
     the extraordinary accomplishments of these two outstanding leaders. As
     the head of Universal Studios Group's businesses, Ron has brought the
     studio to new heights. With the recent creation of Vivendi Universal
     Entertainment (VUE), Ron, under the leadership of Barry Diller, will now
     expand his responsibilities to include all of the TV activities of VUE. I
     have every confidence that he will continue creating long-term value for
     the company.'

     Mr. Messier added: 'Stacey's unique balance of creative and management
     expertise has led Universal Pictures to unprecedented success during the
     last three years, by consistently delivering exceptional films to
     audiences around the world. We now have the distinct privilege of
     ensuring management continuity at Universal Studios for years to come.'

     'Ron and Stacey's renewed commitment comes at the time of the creation of
     VUE, with Barry Diller joining as CEO, and stands to show the outstanding
     talented team that will lead VUE to new growth and development,' Mr.
     Messier concluded.

     The formation of Vivendi Universal Entertainment (VUE) was announced on
     December 17, 2001. VUE brings together Universal Studios Group and the
     USA Entertainment Group.

     Universal Studios Group encompasses the production and distribution of
     theatrical television and home video entertainment through Universal
     Pictures; and the operation of theme parks around the world through the
     Universal Studios Recreation Group.

     USA Entertainment Group is one of two groups comprising USA Networks,
     Inc. and includes USA Cable, Studios USA and USA Films. USA Cable
     consists of the top-rated USA Network, one of cable television's leading
     providers of original series and feature movies, sports events, off-net
     television shows and blockbuster theatrical films; SCI FI Channel, now a
     top-10 cable network in primetime, featuring cinematic hits, new and
     original series, and special events, as well as classic sci-fi, fantasy,
     and horror programming and an award-winning Web site, SCIFI.COM; and
     Emerging Networks TRIO, Newsworld International (NWI) and Crime. The

     network development and production, as well as first-run production and
     distribution division is Studios USA, responsible for some of the biggest
     dramas, action and talk hits on television. Also in the Group is USA
     Films, a motion picture production, marketing, and distribution company
     comprised of Gramercy Pictures, October Films, USA Home Entertainment,
     and certain domestic PolyGram Filmed Entertainment assets.

     Vivendi Universal:

     Media and Communications and Environmental Services: The media and
     communications business is divided into five business segments: Music,
     Publishing, TV and Film, Telecoms and Internet. The Music business is
     conducted through Universal Music Group, the world's leading music
     company, which develops, acquires, manufactures, markets and distributes
     recorded music through wholly owned operations or licensees in 63
     countries around the world. Universal Music Group's other businesses also
     include one of the world's largest music publishing companies, which
     involves the acquisition of rights to, and licensing of, musical
     compositions. The Publishing business is a worldwide content leader in
     its core markets: education/literature, games, and healthcare
     information. It provides content across multiple platforms. The TV and
     Film business produces and distributes motion picture, television and
     home video/DVD products worldwide, operates and has ownership interests
     in a number of cable and pay-TV channels, engages in the licensing of
     merchandising and film property rights and operates theme parks and
     retail stores around the world. The Telecoms business provides a broad
     range of telecommunications services, including mobile and fixed
     telephony, Internet access and data services and transmission,
     principally in Europe. The Internet business manages the strategic
     Internet initiatives and new online ventures for Vivendi Universal.
     Utilizing advanced digital distribution technology, the Internet business
     develops e-commerce, e-services and thematic portals that offer access to
     the Internet via a variety of devices, including mobile phones, PDAs,
     interactive TV and computers. Vivendi Environnement is a 63-percent owned
     subsidiary of Vivendi Universal, which operates the environmental
     services business, with operations around the globe.

     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.


     Anita Larsen
     Mia Carbonell

     Iris Gelt

     Erica Wiertz