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): JULY 14, 2005



                                  EXPEDIA, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


    DELAWARE                    333-124303-01                   20-2705720
(STATE OR OTHER             (COMMISSION FILE NUMBER)          (IRS EMPLOYER
  JURISDICTION                                            IDENTIFICATION NUMBER)
OF INCORPORATION)

             3150 139TH AVENUE SE                              98005
             BELLEVUE, WASHINGTON
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (425) 679-7200


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425) 

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12) 

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the 
    Exchange Act (17 CFR 240.14d-2(b)) 

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the 
    Exchange Act (17 CFR 240.13e-4(c))


ITEM 7.01.        REGULATION FD DISCLOSURE.

         On July 14, 2005, Expedia, Inc. ("Expedia") issued the press release
attached hereto as Exhibit 99.1 regarding executive appointments at Expedia and
Expedia Chief Executive Officer Dara Khosrowshahi circulated to Expedia
employees the email attached hereto as Exhibit 99.2 regarding organizational
changes at Expedia. The press release and the email are incorporated by
reference into this Form 8-K.

ITEM 9.01.      FINANCIAL STATEMENTS AND EXHIBITS.

99.1     Expedia, Inc. Press Release, dated July 14, 2005.

99.2     Email, dated July 14, 2005, from Expedia Chief Executive Officer Dara 
         Khosrowshahi to Expedia employees.




                                    SIGNATURE

         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 hereunto duly authorized.


                                                   EXPEDIA, INC.

Date:  July 14, 2005                               By: /s/ KEENAN M. CONDER
                                                   -----------------------------
                                                   Name:   Keenan M. Conder
                                                   Title:  Senior Vice President
                                                           and General Counsel






                                  EXHIBIT INDEX

99.1     Expedia, Inc. Press Release, dated July 14, 2005.

99.2     Email, dated July 14, 2005, from Expedia Chief Executive Officer Dara 
         Khosrowshahi to Expedia employees.