SCHEDULE 14A

               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.
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                (Name of Registrant as Specified in its Charter)


                            Vivendi Universal, S.A.
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   (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
     0-11.

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

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

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     (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):

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     (4)  Proposed maximum aggregate value of transaction:

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     (5)  Total fee paid:

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     |_|  Fee paid previously with preliminary materials.

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     |_| 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:

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

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     (3)  Filing Party:

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     (4)  Date Filed:

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Additional Information
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     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 www.sec.gov.

     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 www.sec.gov. 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 slide presentation was made by Vivendi Universal, S.A. to
its investors on December 17, 2001: